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Exhibit 4.1    
    


EXECUTION COPY  


BUNGE LIMITED FINANCE CORP.,

as Issuer 


BUNGE
LIMITED,

as Guarantor 


AND



SUNTRUST
BANK,

as Trustee 


5.350%
Senior Notes Due 2014 


INDENTURE

Dated as of April 13, 2004 








  



 
 

TABLE OF CONTENTS    
    






	 
	 
	 	Page

	ARTICLE 1

DEFINITIONS AND INCORPORATION BY REFERENCE
	

Section 1.01.	

Definitions	
 	

1
	Section 1.02.	Incorporation by Reference of Trust Indenture Act	 	10
	Section 1.03.	Rules of Construction	 	10
	
ARTICLE 2

THE NOTES
	

Section 2.01.	

Form, Dating and Terms	
 	

10
	Section 2.02.	Execution and Authentication	 	15
	Section 2.03.	Registrar and Paying Agent	 	15
	Section 2.04.	Paying Agent to Hold Money in Trust	 	16
	Section 2.05.	Noteholder Lists	 	16
	Section 2.06.	Transfer and Exchange	 	17
	Section 2.07.	Form of Certificate to Be Delivered in Connection with Transfers to Institutional Accredited Investors	 	19
	Section 2.08.	Form of Certificate to Be Delivered in Connection with Transfers Pursuant to Regulation S	 	19
	Section 2.09.	Mutilated, Destroyed, Lost or Stolen Notes	 	19
	Section 2.10.	Outstanding Notes	 	20
	Section 2.11.	Temporary Notes	 	20
	Section 2.12.	Cancellation	 	20
	Section 2.13.	Payment of Interest; Defaulted Interest	 	21
	Section 2.14.	Computation of Interest	 	21
	Section 2.15.	CUSIP and ISIN Numbers	 	21
	
ARTICLE 3

COVENANTS
	

Section 3.01.	

Payment of Notes	
 	

22
	Section 3.02.	Limitation and Restrictions on Activities of the Company	 	22
	Section 3.03.	Limitation on Liens	 	23
	Section 3.04.	Limitation on Sale-Leaseback Transactions	 	23
	Section 3.05.	Exclusion from Limitations	 	23
	Section 3.06.	Maintenance of Office or Agency	 	24
	Section 3.07.	Corporate Existence	 	24
	Section 3.08.	Maintenance of Properties; Insurance	 	24
	Section 3.09.	Payment of Taxes and Other Claims	 	24
	Section 3.10.	Payments for Consent	 	24
	Section 3.11.	Compliance Certificate	 	25
	Section 3.12.	Further Instruments and Acts	 	25
	Section 3.13.	Statement by Officers as to Default	 	25
	Section 3.14.	Notice of Change in Bermuda Law, Debt Ratings	 	25
	
ARTICLE 4

SUCCESSOR GUARANTOR
	

Section 4.01.	

Consolidation, Merger, Amalgamation and Sale of Assets by the Guarantor	
 	

26
	 	 	 	 





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ARTICLE 5

OPTIONAL REDEMPTION OF NOTES
	

Section 5.01.	

Optional Redemption by the Company	
 	

27
	Section 5.02.	Applicability of Article	 	27
	Section 5.03.	Election to Redeem; Notice to Trustee	 	27
	Section 5.04.	Selection by Trustee of Notes to Be Redeemed	 	27
	Section 5.05.	Notice of Redemption	 	27
	Section 5.06.	Deposit of Redemption Price	 	28
	Section 5.07.	Notes Payable on Redemption Date	 	28
	Section 5.08.	Notes Redeemed in Part	 	28
	
ARTICLE 6

DEFAULTS AND REMEDIES
	

Section 6.01.	

Events of Default	
 	

29
	Section 6.02.	Acceleration	 	30
	Section 6.03.	Other Remedies	 	30
	Section 6.04.	Waiver of Past Defaults	 	31
	Section 6.05.	Control by Majority	 	31
	Section 6.06.	Limitation on Suits	 	31
	Section 6.07.	Rights of Holders to Receive Payment	 	31
	Section 6.08.	Collection Suit by Trustee	 	31
	Section 6.09.	Trustee May File Proofs of Claim	 	32
	Section 6.10.	Priorities	 	32
	Section 6.11.	Undertaking for Costs	 	33
	
ARTICLE 7

TRUSTEE
	

Section 7.01.	

Duties of Trustee	
 	

33
	Section 7.02.	Rights of Trustee	 	34
	Section 7.03.	Individual Rights of Trustee	 	35
	Section 7.04.	Trustee's Disclaimer	 	35
	Section 7.05.	Notice of Defaults	 	35
	Section 7.06.	Report by Trustee to Holders	 	35
	Section 7.07.	Compensation and Indemnity	 	35
	Section 7.08.	Replacement of Trustee	 	36
	Section 7.09.	Successor Trustee by Merger	 	37
	Section 7.10.	Eligibility; Disqualification	 	37
	Section 7.11.	Preferential Collection of Claims Against Company	 	37
	Section 7.12.	Trustee's Application for Instruction from the Company	 	37
	
ARTICLE 8

DISCHARGE OF INDENTURE; DEFEASANCE
	

Section 8.01.	

Discharge of Liability on Notes; Defeasance	
 	

37
	Section 8.02.	Conditions to Defeasance	 	38
	Section 8.03.	Application of Trust Money	 	39
	Section 8.04.	Repayment to Company	 	39
	Section 8.05.	Indemnity for U.S. Government Securities	 	40
	Section 8.06.	Reinstatement	 	40
	 	 	 	 



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ARTICLE 9

AMENDMENTS
	

Section 9.01.	

Without Consent of Holders	
 	

40
	Section 9.02.	With Consent of Holders	 	40
	Section 9.03.	Compliance with Trust Indenture Act	 	41
	Section 9.04.	Revocation and Effect of Consents and Waivers	 	41
	Section 9.05.	Notation on or Exchange of Notes	 	41
	Section 9.06.	Trustee to Sign Amendments	 	42
	
ARTICLE 10

GUARANTEE
	

Section 10.01.	

Guarantee	
 	

42
	Section 10.02.	No Subrogation	 	43
	Section 10.03.	Consideration	 	43
	Section 10.04.	Additional Amounts	 	43
	
ARTICLE 11

MISCELLANEOUS
	

Section 11.01.	

Trust Indenture Act Controls	
 	

43
	Section 11.02.	Notices	 	44
	Section 11.03.	Communication by Holders with Other Holders	 	44
	Section 11.04.	Certificate and Opinion as to Conditions Precedent	 	44
	Section 11.05.	Statements Required in Certificate or Opinion	 	45
	Section 11.06.	When Notes Disregarded	 	45
	Section 11.07.	Rules by Trustee, Paying Agent and Registrar	 	45
	Section 11.08.	Legal Holidays	 	46
	Section 11.09.	GOVERNING LAW	 	46
	Section 11.10.	No Recourse Against Others	 	46
	Section 11.11.	Successors	 	46
	Section 11.12.	Consent to Jurisdiction	 	46
	Section 11.13.	Appointment for Agent for Service of Process	 	46
	Section 11.14.	Waiver of Immunities	 	46
	Section 11.15.	Foreign Taxes	 	47
	Section 11.16.	Judgment Currency	 	47
	Section 11.17.	No Bankruptcy Petition Against the Borrower; Liability of the Borrower	 	47
	Section 11.18.	Multiple Originals	 	47
	Section 11.19.	Qualification of Indenture	 	47
	Section 11.20.	Table of Contents; Headings	 	48
	

EXHIBIT A	

Form of the Initial Note and Subsequent Note	
 	

 
	EXHIBIT B	Form of the Exchange Note	 	 
	EXHIBIT C	Form of Certificate to Be Delivered in Connection with Transfers to Institutional Accredited Investors	 	 
	EXHIBIT D	Form of Certificate to Be Delivered in Connection with Transfers Pursuant to Regulation S	 	 
	SCHEDULE 1.1	Designated Obligors and Material Subsidiaries	 	 
	SCHEDULE 3.4	Existing Liens	 	 




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CROSS-REFERENCE TABLE    
    



	Trust Indenture

Act Section
	 	Indenture

	310	(a)(1)	                        Section 7.10
	 	(a)(2)	                        Section 7.10
	 	(a)(3)	                            N.A.
	 	(a)(4)	                            N.A.
	 	(b)	                        Sections 7.08, 7.10
	 	(c)	                            N.A.
	311	(a)	                        Section 7.11
	 	(b)	                        Section 7.11
	 	(c)	                            N.A.
	312	(a)	                        Section 2.05
	 	(b)	                        Section 11.03
	 	(c)	                        Section 11.03
	313	(a)	                        Section 7.06
	 	(b)(1)	                            N.A.
	 	(b)(2)	                        Section 7.06
	 	(c)	                        Section 7.06
	 	(d)	                        Section 7.06
	314	(a)	                        Sections 3.11, 11.02, 11.05
	 	(b)	                            N.A.
	 	(c)(1)	                        Section 11.04
	 	(c)(2)	                        Section 11.04
	 	(c)(3)	                            N.A.
	 	(d)	                            N.A.
	 	(e)	                        Section 11.05
	315	(a)	                        Section 7.01
	 	(b)	                        Sections 7.05; 11.02
	 	(c)	                        Section 7.01
	 	(d)	                        Section 7.01
	 	(e)	                        Section 6.11
	316	(a)(last sentence)	                        Section 11.06
	 	(a)(1)(A)	                        Section 6.05
	 	(a)(1)(B)	                        Section 6.04
	 	(a)(2)	                            N.A.
	 	(b)	                        Section 6.08
	317	(a)(1)	                        Section 6.08
	 	(a)(2)	                        Section 6.09
	 	(b)	                        Section 2.04
	318	(a)	                        Section 11.01





        N.A.
means Not Applicable. 


        Note:
This Cross-Reference Table shall not, for any purpose, be deemed to be part of this Indenture. 


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        INDENTURE dated as of April 13, 2004, among BUNGE LIMITED FINANCE CORP., a Delaware corporation (the "Company"), as issuer, BUNGE
LIMITED, a company formed under the laws of Bermuda with limited liability (the "Guarantor"), as guarantor, and SUNTRUST BANK, a Georgia bank and trust
company (the "Trustee"), as trustee. 


        Each
party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders of (i) the Company's 5.350% Senior Notes Due 2014 issued on
the date hereof and the guarantees thereof by the Guarantor (the "Initial Notes"), (ii) if and when issued, additional 5.350% Senior Notes Due
2014 which may be offered subsequent to the Issue Date and the guarantees thereof by the Guarantor (the "Subsequent Notes") and (iii) if and when
issued in exchange for the Initial Notes as provided in the Exchange and Registration Rights Agreement or a similar agreement relating to the Initial Notes, the Company's 5.350% Senior Notes Due 2014
and the guarantees thereof by the Guarantor (the "Exchange Notes" and together with the Initial Notes and any Subsequent Notes, the
"Notes"). 


 
 

ARTICLE 1
  DEFINITIONS AND INCORPORATION BY REFERENCE    
    


        Section 1.01.    Definitions.    


        "Affiliate" means, with respect to any specified Person, any other Person, directly or indirectly, controlling or controlled by or under
direct or indirect common control with such specified Person. For the purposes of this definition, "control" when used with respect to any Person means the power to direct the management and policies
of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the
foregoing; provided, however, that the existence of a management contract by the Company or an Affiliate of the Company to manage another entity shall
not be deemed to be control. 


        "Agent Member" has the meaning ascribed to it in Section 2.01(d)(iii) hereof. 


        "Attributable Indebtedness" means, when used with respect to any Sale-Leaseback Transaction, as at the time of determination,
the present value (discounted at the rate of interest set forth in or implicit in the terms of the lease) of the total obligations of the lessee for rental payments (other than amounts required to be
paid on account of property taxes, maintenance, repairs, insurance, assessments, utilities, operating and labor costs and other items that do not constitute payments for property rights) during the
remaining term of the lease included in such Sale-Leaseback Transaction (including any period for which such lease has been extended). 


        "Authenticating Agent" has the meaning ascribed to it in Section 2.02 hereof. 


        "Board of Directors" means, with respect to any Person, the board of directors of such Person or any duly authorized committee thereof. 



        "Bunge Master Trust" means the trust created pursuant to the Pooling Agreement, a beneficial interest in the assets of which will be
acquired by the Company through the Series 2002-1 VFC. 


        "Business Day" means a day other than a Saturday, Sunday or other day on which commercial banking institutions are authorized or required
by law to close in The City of New York, New York. 


        "Capital Stock" means, with respect to any Person, any and all shares, interests, rights to purchase, warrants, options (whether or not
currently exercisable), participations or other equivalents of or interests in (however designated) the equity (which includes, but is not limited to, common stock, preferred stock and partnership and
joint venture interests) of such Person (excluding any debt securities convertible into, or exchangeable for, such equity). 


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        "Code" means the U.S. Internal Revenue Code of 1986, as amended. 


        "Company" means Bunge Limited Finance Corp. or its successor. 


        "Company Order" has the meaning ascribed to it in Section 2.02 hereof. 


        "Comparable Treasury Issue" means the United States Treasury security selected by an Independent Investment Banker as having a maturity
comparable to the remaining term of the Notes that would be utilized, at the time of selection and in accordance with customary financial practice in pricing new issues of corporate debt securities of
comparable maturity to the remaining term of the Notes. 


        "Comparable Treasury Price" means, with respect to any date fixed for the redemption of Notes, (a) the bid price for the Comparable
Treasury Issue (expressed as a percentage of its principal amount) at 4:00 P.M. on the third business day preceding such date, as set forth on "Telerate Page 500" (or such other page as may
replace Telerate Page 500), or (b) if such page (or any successor page) is not displayed or does not contain such bid prices at such time (i) the average of the Reference Treasury Dealer
Quotations obtained by the Trustee for such date, after excluding the highest and lowest of four such Reference Treasury Dealer Quotations, or (ii) if the Trustee is unable to obtain at least
four such Reference Treasury Dealer Quotations, the average of all Reference Treasury Dealer Quotations obtained by the Trustee. 


        "Consolidated Net Tangible Assets" means, at any date of determination, the total amount of assets of the Guarantor and its consolidated
Subsidiaries after deducting therefrom: 


        (1)   all
current liabilities (excluding any current liabilities that by their terms are extendable or renewable at the option of the obligor thereon to a time more than
12 months after the time as of which the amount thereof is being computed); 


        (2)   total
prepaid expenses and deferred charges; and 


        (3)   all
goodwill, trade names, trademarks, patents, licenses, copyrights and other intangible assets, all as set forth, or on a pro forma basis would be set forth, on the
consolidated balance sheet of the Guarantor and its consolidated Subsidiaries for its most recently completed fiscal quarter, prepared in accordance with U.S. GAAP. 



        "Corporate Trust Office" has the meaning ascribed to it in Section 3.06 hereof. 


        "covenant defeasance option" has the meaning ascribed to it in Section 8.01(b) hereof. 


        "Default" means any event which is, or after notice or passage of time or both would be, an Event of Default. 


        "Defaulted Interest" has the meaning ascribed to it in Section 2.13 hereof. 


        "Definitive Notes" means certificated Notes. 


        "Designated Obligor" means the Guarantor and the Subsidiaries of the Guarantor set forth on Schedule 1.1 hereto and any other
Subsidiary designated by the Guarantor from time to time, and each of their successors. 


        "DTC" means The Depository Trust Company, its nominees and their respective successors and assigns, or such other depository institution
hereinafter appointed by the Company. 


        "Event of Default" has the meaning ascribed to it in Section 6.01 hereof. 


        "Exchange Act" means the U.S. Securities Exchange Act of 1934, as amended. 


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        "Exchange and Registration Rights Agreement" means the Exchange and Registration Rights Agreement dated the Issue Date among the Company,
the Guarantor and the Representatives to the Initial Purchasers. 


        "Exchange Global Note" has the meaning ascribed to it in Section 2.01(a) hereof. 


        "Exchange Notes" has the meaning ascribed to it in the second introductory paragraph of this Indenture. 



        "Fair Market Value" means, with respect to any property, the sale value of such property that would be realized in an arm's length sale at
such time between an informed and willing buyer, and an informed and willing seller, under no compulsion to buy or sell, respectively. 


        "Fiscal Year" means the fiscal year of the Company ending on December 31 of each year. 


        "Global Notes" has the meaning ascribed to it in Section 2.01(a) hereof. 



        "guarantee" means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Indebtedness of any other
Person and any obligation, direct or indirect, contingent or otherwise, of such Person: 


        (1)   to
purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness of such other Person (whether arising by virtue of partnership
arrangements, or by agreement to keep-well, to purchase assets, goods, securities or services, to take-or-pay, or to maintain financial statement conditions or
otherwise); or 


        (2)   entered
into for purposes of assuring in any other manner the obligee of such Indebtedness of the payment thereof or to protect such obligee against loss in respect
thereof (in whole or in part); 


provided, however, that the term "guarantee" will not include endorsements for collection or deposit in
the ordinary course of business. The term "guarantee," when used as a verb, has a corresponding meaning. 


        "Guarantee" means any guarantee of payment of the Notes and any other obligations of the Company by the Guarantor pursuant to the terms of
this Indenture. 


        "Guarantor" means Bunge Limited. 


        "Guaranty" means the Fourth Amended and Restated Guaranty, dated as of May 1, 2003, by the Guarantor to Cooperatieve Centrale
Raiffeisen-Boerenleenbank B.A., JPMorgan Chase Bank and the Master Trust Trustee, as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms, subject
to Section 3.02(f) hereof. 


        "Hedge Agreements" means all interest rate swaps, caps or collar agreements or similar arrangements dealing with interest rates or
currency exchange rates or the exchange of nominal interest obligations, either generally or under specific contingencies. 


        "Holder" or "Noteholder" means the Person in whose name a Note is registered in the Note
Register. 


        "IAI" has the meaning ascribed to it in Section 2.01(a) hereof. 



        "Indebtedness" means, as to any Person, without duplication, (a) all obligations of such Person for borrowed money, (b) all
obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, (c) all obligations of such Person to pay the deferred purchase price of property, except trade
accounts payable arising in the ordinary course of business, (d) all obligations of such Person as lessee which are capitalized in accordance with U.S. GAAP, (e) all obligations of such
Person created or arising under any conditional sales or other title retention agreement with respect to any property acquired by such Person (including without limitation, obligations under any such
agreement 


3







 



which
provides that the rights and remedies of the seller or lender thereunder in the event of default are limited to repossession or sale of such property), (f) all obligations of such Person
with respect to letters of credit and similar instruments, including without limitation obligations under reimbursement agreements, (g) all Indebtedness of others secured by (or for which the
holder of such Indebtedness has existing right, contingent or otherwise, to be secured by) a Lien on any asset of such Person, whether or not such Indebtedness is assumed by such Person,
(h) all net obligations of such Person in respect of equity derivatives and Hedge Agreements and (i) all guarantees of such Person (other than guarantees of obligations of direct or
indirect Subsidiaries of such Person). 


        "Indenture" means this Indenture, as amended or supplemented from time to time in accordance with its terms. 


        "Independent Investment Banker" means any of Citigroup Global Markets Inc., J.P. Morgan Securities Inc. or Morgan
Stanley & Co. Incorporated, or, if all such firms are unwilling or unable to select the applicable Comparable Treasury Issue, a leading independent investment banking institution appointed by
the Trustee and reasonably acceptable to Bunge Limited Finance. 


        "Initial Notes" has the meaning ascribed to it in the second introductory paragraph of this Indenture. 


        "Initial Purchasers" means, collectively, Citigroup Global Markets Inc., J.P. Morgan Securities Inc., Morgan
Stanley & Co. Incorporated Credit Suisse First Boston LLC, BNP Paribas Securities Corp., HSBC Securities (USA) Inc., Rabo Securities USA, Inc. and SG Cowen Securities Corporation. 



        "Institutional Accredited Investor Global Note" has the meaning ascribed to it in Section 2.01(a) hereof. 


        "Issue Date" means the date on which the Initial Notes are originally issued. 


        "legal defeasance option" has the meaning ascribed to it in Section 8.01(b) hereof. 


        "Legal Holiday" has the meaning ascribed to it in Section 11.08 hereof. 


        "Lien" means any mortgage, lien, security interest, pledge, charge or other encumbrance. 


        "Master Trust Transaction Documents" means the collective reference to the Pooling Agreement, the Series 2002-1
Supplement, the Series 2002-1 VFC, the Sale Agreement, the Servicing Agreement and the Guaranty. 


        "Master Trust Trustee" means The Bank of New York, as trustee under, and for the purposes of, the Master Trust Transaction Documents, and
any successor thereto. 


        "Material Adverse Effect" means a material adverse effect, or any development involving a prospective material adverse effect, in the
condition, financial or otherwise, or in the earnings, business or operations of the Guarantor and its consolidated Subsidiaries taken as a whole. 


        "Material Subsidiary" means, at any time, any Subsidiary of the Guarantor which at such time is a "Significant Subsidiary" under
Regulation S-X of the Exchange Act. The Material Subsidiaries as of the date hereof are set forth on Schedule 1.1 hereto. 



        "Non-U.S. Person" means a person who is not a U.S. person, as defined in Regulation S. 


        "Note Register" means the register of Notes, maintained by the Registrar, pursuant to Section 2.03 hereof. 


        "Notes" means the collective reference to the Initial Notes, the Subsequent Notes and the Exchange Notes. 


4







 



        "Obligations" has the meaning ascribed to it in Section 10.01 hereof. 


        "Officer" means the Chairman of the Board of Directors, the Chief Executive Officer, the President, the Chief Financial Officer, any Vice
President, the Treasurer, the Controller or the Secretary of the Company or the Guarantor, as applicable. 


        "Officer's Certificate" means a certificate signed by an Officer or attorney-in-fact of the Company or the
Guarantor, as applicable. 


        "Opinion of Counsel" means a written opinion from legal counsel, which counsel may be an employee of or counsel to the Company, who shall
be acceptable to the Trustee. The form and substance of such Opinion of Counsel shall likewise be acceptable to the Trustee. 


        "Pari Passu Indebtedness" means Indebtedness for borrowed money, the proceeds of which are used to purchase interests in the
Series 2002-1 VFC and/or to refinance Indebtedness originally used for such purpose, and Indebtedness incurred in connection with Hedge Agreements, in each case which ranks not
greater than pari passu (in priority of payment) with the Notes. 



        "Paying Agent" means the Person (including the Company, the Guarantor or any Subsidiary) authorized by the Company to pay the principal of
(or premium, if any) or interest, if any, on any Notes on behalf of the Company. 


        "Permitted Indebtedness" means (a) Indebtedness of the Company under the Notes and (b) Pari Passu Indebtedness. 


        "Permitted Liens" means: 



	(1)
	Liens
for current taxes, assessments or other governmental charges which are not delinquent or remain payable without any penalty, or the validity of which is contested in good faith
by appropriate proceedings upon stay of execution of the enforcement thereof or upon posting a bond in connection therewith;



	(2)
	any
Lien pursuant to any order or attachment or similar legal process arising in connection with court proceedings; provided that the execution or other enforcement thereof is
effectively stayed or a sufficient bond had been posted and the claims secured thereby are being contested at the time in good faith by appropriate proceedings;



	(3)
	any
Liens securing bonds posted with respect to and in compliance with clauses (1) and (2) above;



	(4)
	any
Liens securing the claims of mechanics, laborers, workmen, repairmen, materialmen, suppliers, carriers, warehousemen, landlords, or vendors or other claims provided for by
mandatory provisions of law which are not yet due and delinquent, or are being contested in good faith by appropriate proceedings;



	(5)
	any
Lien on any Restricted Property securing Indebtedness incurred or assumed solely for the purpose of financing all or any part of the cost of constructing or acquiring such
Restricted Property, which Lien attaches to such Restricted Property concurrently with or within 120 days after construction, acquisition or completion of a series of related acquisitions
thereof;



	(6)
	Liens
existing immediately prior to the execution and delivery of this Indenture (and listed on Schedule 3.4 hereto);



	(7)
	Liens
to secure bonds posted in order to obtain stays of judgments, attachments or orders, the existence of which bonds would not otherwise constitute an Event of Default;



	(8)
	Liens
on Restricted Property existing prior to the acquisition of such Restricted Property or the acquisition of any Subsidiary that is the owner of such Restricted Property or
arising as a 



5







 


result
of contractual commitments to grant a Lien relating to such Restricted Property or such Subsidiary existing prior to such acquisition; 



	(9)
	Liens
created by a Restricted Subsidiary in favor of the Company, the Guarantor or a Subsidiary;



	(10)
	Liens
on any accounts receivable from or invoices to export customers (including, but not limited to, Subsidiaries) and the proceeds thereof;



	(11)
	Liens
on rights under contracts to sell, purchase or receive commodities to or from export customers (including, but not limited to, Subsidiaries) and the proceeds thereof;



	(12)
	Liens
on cash deposited as collateral in connection with financings where Liens are permitted under clause (10) and (11) of this definition;



	(13)
	Liens
extending, renewing or replacing, in whole or in part Liens permitted pursuant to (i) clauses (1) through (5) and (7) through (12), so long as the
principal amount of the Indebtedness secured by such Lien does not exceed its original principal amount and (ii) in the case of clause (6), so long as the principal amount of the
Indebtedness secured by such Lien does not exceed the principal amount thereof outstanding immediately prior to the execution and delivery of the Indenture;



	(14)
	minor
survey exceptions or minor encumbrances, easements or reservations, or rights of others for rights-of-way, utilities and other similar purposes, or
zoning or other restrictions as to the use of real properties that constitute Restricted Property, which are necessary for the conduct of the activities of the Guarantor or any Restricted Subsidiary
or which customarily exist on properties of corporations engaged in similar activities and similarly situated and which do not in any event materially impair their use in the operation of the business
of the Guarantor or any Restricted Subsidiary;



	(15)
	Liens
on accounts receivable and other related assets arising in connection with transfers thereof to the extent that such transfers are treated as sales of financial assets under
FASB Statement No. 140, as in effect from time to time; and



	(16)
	Liens
on intercompany loans made to the Guarantor or its Subsidiaries or on any notes or other instruments representing an interest in such intercompany loans in each case as set
forth in the Master Trust Transaction Documents. 




For
purposes of this definition above, (A) the phrases "accounts receivable from or invoices to export customers" and "contracts to sell, purchase or receive commodities to (from) export
customers" shall refer to invoices or accounts receivable derived from the sale of, or contracts to sell, purchase or receive wheat, soybeans or other commodities or products derived from the
processing of wheat, soybeans or other commodities, by or to the Guarantor or a Restricted Subsidiary that have been or are to be exported from the country of origin whether or not such sale is made
by a Restricted Subsidiary or to any of its Subsidiaries; and (B) property of a party to a corporate reorganization which is not the Guarantor or a Restricted Subsidiary shall be deemed to be
or have been "acquired" by the Guarantor or such Restricted Subsidiary as part of such corporate reorganization even if the Guarantor or such Restricted Subsidiary, as the case may be, is not the
surviving entity. 


        "Person" means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated
organization, limited liability company, government or any agency or political subdivision hereof or any other entity. 



        "Pooling Agreement" means the Fourth Amended and Restated Pooling Agreement, dated as of May 1, 2003, among Bunge
Funding, Inc., Bunge Management Services, Inc., as servicer, and The Bank 


6







 



of
New York, in its capacity as Master Trust Trustee, as amended, modified or supplemented from time to time in accordance with its terms, subject to Section 3.02(f) hereof. 



        "Principal Trust Office" means the Corporate Trust Office or such other trust office or agency as may be designated by the Trustee in
writing to the Company from time to time. The initial Principal Trust Office shall be the office of the Trustee to which notices are to be sent as set forth in Section 11.02 hereof. 


        "Property" means any property, whether presently owned or hereafter acquired, including any asset, revenue, or right to receive income or
any other property, whether tangible or intangible, real or personal. 


        "Private Placement Legend" has the meaning ascribed to it in Section 2.01(c) hereof. 


        "QIB" has the meaning ascribed to it in Section 2.01(a) hereof. 


        "Redemption Date" means, with respect to any redemption of Notes, the date of redemption with respect thereto. 



        "Redemption Price" has the meaning ascribed to it under the section entitled "Optional Redemption by the Company" on the reverse side of
the Notes, the forms of which are attached as Exhibits A and B hereto. 


        "Reference Treasury Dealer" means Citigroup Global Markets Inc., J.P. Morgan Securities Inc. and Morgan Stanley & Co.
Incorporated, and two other primary U.S. government securities dealers in New York City selected by the Independent Investment Banker (each, a "Primary Treasury Dealer");  provided, however, that if any
of the foregoing shall cease to be a Primary Treasury Dealer, Bunge Limited Finance will substitute another Primary
Treasury Dealer. 


        "Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any date fixed for the redemption of
Notes, an average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue for the Notes (expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding such date. 


        "Registered Exchange Offer" has the meaning ascribed to it the Exchange and Registration Rights Agreement. 



        "Registrar" has the meaning ascribed to it in Section 2.03 hereof. 


        "Regulation S" has the meaning ascribed to it in Section 2.01(a) hereof. 


        "Regulation S Global Note" has the meaning ascribed to it in Section 2.01(a) hereof. 


        "Regulation S Legend" has the meaning ascribed to it in Section 2.01(c) hereof. 



        "Regulation S Note" has the meaning ascribed to it in Section 2.01(a) hereof. 


        "Representatives to the Initial Purchasers" means J.P. Morgan Securities Inc. and Citigroup Global Markets Inc. 


        "Resale Restriction Termination Date" has the meaning ascribed to it in Section 2.06 hereof. 


        "Restricted Notes Legend" means the Private Placement Legend set forth in clause (1) of Section 2.01(c) hereof or the
Regulation S Legend set forth in clause (2) of Section 2.01(c) hereof, as applicable. 


        "Restricted Period" means the 40 consecutive days beginning on and including the later of (A) the day on which the Initial Notes
are offered to persons other than distributors (as defined in Regulation S under the Securities Act) and (B) the Issue Date. 


7







 



        "Restricted Property" means any building, mine, structure or other facility (together with the land on which it is erected and fixtures
comprising a part thereof) and inventories now owned or hereafter acquired by the Guarantor or any Subsidiary and used for oilseed or grain origination, processing, transportation or storage, mining
or fertilizer refining or storage. 


        "Restricted Subsidiary" means (a) any Subsidiary that has been designated by the Guarantor as eligible for intercompany loans to be
made by the master trust under Master Trust Transaction Documents, (b) any other Subsidiary which is a "significant subsidiary" under Regulation S-X under the Securities Act,
or (c) any other Subsidiary that owns or leases any Restricted Property the aggregate Fair Market Value of which, as determined by the Board of Directors of the Guarantor, exceeds three percent
of Consolidated Net Tangible Assets. Notwithstanding the foregoing, Fosfertil S.A. shall not be deemed a Restricted Subsidiary of the Guarantor for the purpose of the covenants described under
Section 3.03 and Section 3.04. 


        "Rule 144A" has the meaning ascribed to it in Section 2.01(a) hereof. 


        "Rule 144A Global Note" has the meaning ascribed to it in Section 2.01(a) hereof. 



        "Rule 144A Note" has the meaning ascribed to it in Section 2.01(a) hereof. 


        "Sale Agreement" means the Second Amended and Restated Sale Agreement, dated as of September 6, 2002, among Bunge
Funding, Inc., as buyer, and Bunge Finance Limited and Bunge Finance North America, Inc., each as a seller, as the same may be amended, supplemented or otherwise modified from time to
time in accordance with its terms, subject to Section 3.02(f) hereof. 


        "Sale-Leaseback Transaction" means the sale or transfer by the Guarantor or any Restricted Subsidiary of any Restricted
Property to a Person (other than the Guarantor or a Subsidiary) and the taking back by the Guarantor or any Restricted Subsidiary, as the case may be, of a lease of such Restricted Property. 


        "SEC" means the U.S. Securities and Exchange Commission. 


        "Securities Act" means the U.S. Securities Act of 1933, as amended. 


        "Securities Custodian" means the custodian with respect to the Global Note (as appointed by DTC), or any successor Person thereto and
shall initially be the Trustee. 


        "Series" means an interest in the Bunge Master Trust created and authorized pursuant to a supplement to the Pooling Agreement. 


        "Series 2002-1 Supplement" means the Second Amended and Restated Series 2002-1 Supplement to the
Pooling Agreement, dated as of March 25, 2004, among the Company, Bunge Funding, Inc., Bunge Management Services, Inc. and the Master Trust Trustee, as the same may be amended,
supplemented or otherwise modified from time to time in accordance with its terms, subject to Section 3.02(f) hereof. 


8









  





        "Series 2002-1 VFC" means the interest in the Bunge Master Trust created and authorized pursuant to a supplement to the
Pooling Agreement that is designated as the "Series 2002-1 VFC Certificate" in which the Company will acquire a beneficial interest with the net proceeds of the Notes and other
Permitted Indebtedness. 


        "Servicing Agreement" means the Third Amended and Restated Servicing Agreement, dated as of December 23, 2003 among Bunge
Funding, Inc., Bunge Management Services, Inc., as the servicer, and The Bank of New York, in its capacity as the Master Trust Trustee, as the same may be amended, supplemented or
otherwise modified from time to time in accordance with its terms, subject to Section 3.02(f) hereof. 


        "Special Interest Payment Date" has the meaning ascribed to it in Section 2.13 hereof. 


        "Special Record Date" has the meaning ascribed to it in Section 2.13 hereof. 


        "Stated Maturity" means, with respect to any security, the date specified in such security as the fixed date on which the payment of
principal of such security is due and payable, including pursuant to any mandatory redemption provision, but shall not include any contingent obligations to repay, redeem or repurchase any such
principal prior to the date originally scheduled for the payment thereof. 


        "Subsequent Notes" has the meaning ascribed to it in the second introductory paragraph of this Indenture. 


        "Subsidiary" means any corporation, limited liability company or other business entity of which the requisite number of shares of stock or
other equity ownership interests having ordinary voting power (without regard to the occurrence of any contingency) to elect a majority of the directors, managers or trustees thereof, or any
partnership of which more than 50% of the partners' equity interests (considering all partners' equity interests as a single class) is, in each case, at the time owned or controlled, directly or
indirectly, by a Person, one or more of the Subsidiaries of such Person, or combination thereof. 


        "Successor Guarantor" has the meaning ascribed to it in Section 4.01 hereof. 


        "Trust Indenture Act" means the U.S. Trust Indenture Act of 1939, as in effect on the date of this Indenture. 



        "Trust Officer" means, with respect to the Trustee, any officer within the corporate trust department of the Trustee, including any vice
president, assistant vice president, assistant treasurer, trust officer or any other officer of the Trustee who customarily performs functions similar to those performed by the individuals who at the
time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such individual's knowledge of and familiarity with the particular subject and who shall have
direct responsibility for the administration of this Indenture. 


        "Trustee" means the party named as such in this Indenture until a successor replaces it and, thereafter, such successor. 



        "U.S. GAAP" means generally accepted accounting principles in the United States, as in effect from time to time. 


        "U.S. Government Securities" means securities that are (a) direct obligations of the United States of America for the timely
payment of which its full faith and credit is pledged or (b) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the
timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case, are not callable or redeemable at the option of the
issuer thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with respect to any such U.S. Government
Securities or a specific payment of principal of or interest on any such U.S. Government Securities held by such custodian for the account of the holder of such depository receipt; provided that
(except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of 


9







 



such
depository receipt from any amount received by the custodian in respect of the U.S. Government Securities or the specific payment of principal of or interest on the U.S. Government Securities
evidenced by such depository receipt. 


        Section 1.02.    Incorporation by Reference of Trust Indenture Act.    This Indenture is subject to the
mandatory provisions of the Trust Indenture Act which are incorporated by reference in and made a part of this Indenture. The following Trust Indenture Act terms have the following meanings: 



        "Commission"
means the SEC. 


        "indenture
securities" means the Notes. 


        "indenture
security holder" means a Noteholder. 


        "indenture
to be qualified" means this Indenture. 


        "indenture
trustee" or "institutional trustee" means the Trustee. 


        "obligor"
on the indenture securities means the Company and any other obligor on the indenture securities. 



        All
other Trust Indenture Act terms used in this Indenture that are defined by the Trust Indenture Act, defined in the Trust Indenture Act by reference to another statute or defined by
SEC rule have the meanings assigned to them by such definitions. 


        Section 1.03.    Rules of Construction.    Unless the context otherwise requires: 



	(1)
	a
term has the meaning assigned to it;



	(2)
	an
accounting term not otherwise defined has the meaning assigned to it in accordance with U.S. GAAP;



	(3)
	"or"
is not exclusive;



	(4)
	"including"
means including without limitation;



	(5)
	words
in the singular include the plural and words in the plural include the singular; and



	(6)
	the
principal amount of any noninterest bearing or other discount security at any date shall be the principal amount thereof that would be shown on a balance sheet of the issuer dated
such date prepared in accordance with U.S. GAAP. 



 
 

ARTICLE 2
  THE NOTES    
    


        Section 2.01.    Form, Dating and Terms.    (a) The Initial Notes are being offered and sold by the
Company pursuant to a Purchase Agreement, dated April 7, 2004 among the Company, the Guarantor and Representatives to the Initial Purchasers. The Initial Notes will be resold initially only to
(A) qualified institutional buyers (as defined in Rule 144A under the Securities Act ("Rule 144A")) in reliance on Rule 144A
("QIBs") and (B) Persons other than U.S. Persons (as defined in Regulation S under the Securities Act
("Regulation S")) in reliance on Regulation S. Such Initial Notes may thereafter be transferred to among others, QIBs, purchasers in
reliance on Regulation S and IAIs in accordance with Rule 501 of the Securities Act in reliance on the procedure described herein. 



        Initial
Notes offered and sold to the Initial Purchasers, and subsequently resold to QIBs in the United States of America in reliance on Rule 144A (the
"Rule 144A Note") will be issued on the Issue Date in the form of a permanent global Note, without interest coupons, substantially in the form of
Exhibit A hereto, which is hereby incorporated by reference and made a part of this Indenture, including appropriate legends as set forth in Section 2.01(c) hereof (the
"Rule 144A Global Note"), deposited with the Trustee, as custodian for DTC, duly executed by the Company and authenticated by the Trustee as
hereinafter provided. The Rule 144A Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by 


10







 



a
single certificate. The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian
for DTC or its nominee, as hereinafter provided. 


        Initial
Notes offered, sold and resold outside the United States of America (the "Regulation S Note") in reliance on
Regulation S shall be issued in the form of a permanent global Note substantially in the form of Exhibit A hereto, including appropriate legends as set forth in Section 2.01(c)
hereof (the "Regulation S Global Note"), deposited with the Trustee, as custodian for DTC, duly executed by the Company and authenticated by the
Trustee as hereinafter provided. The Regulation S Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be
represented by a single certificate. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the
Trustee, as custodian for DTC or its nominee, as hereinafter provided. 


        Initial
Notes resold after an initial resale to QIBs in reliance on Rule 144A or an initial resale in reliance on Regulation S to institutional "accredited investors" (as
defined in Rules 501(a)(1), (2), (3) and (7) under the Securities Act) who are not QIBs (the "IAIs") in the United States of
America will be issued in the form of a permanent global Note substantially in the form of Exhibit A hereto (the "Institutional Accredited Investor Global
Note") deposited with the Trustee, as custodian for DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Institutional Accredited
Investor Global Note may be represented by more that one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate
principal amount of the Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its
nominee, as hereinafter provided. 


        Exchange
Notes exchanged for interests in the Rule 144A Note, the Regulation S Note and the Institutional Accredited Investor Global Note will be issued in the form of a
permanent global Note substantially in the form of Exhibit B hereto, which is hereby incorporated by reference and made a part of this Indenture, deposited with the Trustee as hereinafter
provided, including the appropriate legend set forth in Section 2.01(c) hereof (the "Exchange Global Note"). The Exchange Global Note may be
represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. 


        The
Rule 144A Global Note, the Regulation S Global Note, the Institutional Investor Global Note and the Exchange Global Note are sometimes collectively herein referred to
as the "Global Notes." 


        Except
as described in the succeeding two sentences, the principal of and premium, if any, and interest on the Notes shall be payable at the office or agency of the Company maintained
for such purpose in The City of New York, or at such other office or agency of the Company as may be maintained for such purpose pursuant to Section 2.03 hereof;  provided, however, that, at the
option of the Company, each installment of interest may be paid by check mailed to addresses of the Persons entitled
thereto as such addresses shall appear on the Note Register. Payments in respect of Notes represented by a Global Note (including principal, premium and interest) will be made by wire transfer of
immediately available funds to the accounts specified by DTC. Payments in respect of Notes represented by Definitive Notes (including principal, premium, if any, and interest) held by a Holder of at
least U.S.$1,000,000 aggregate principal amount of Notes represented by Definitive Notes will be made by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States
if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to
such effect designating such account no later than 15 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion). 


        Any
Subsequent Notes shall be in the form of Exhibit A hereto. 



        The
Notes may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth on Exhibit A hereto and Exhibit B hereto
and in Section 2.01(c) 


11







 



hereof.
The Company and the Trustee shall approve the forms of the Notes and any notation, endorsement or legend on them. Each Note shall be dated the date of its authentication. The terms of the
Notes set forth in Exhibit A hereto and Exhibit B hereto are part of the terms of this Indenture and, to the extent applicable, the Company and the Trustee, by their execution and
delivery of this Indenture, expressly agree to be bound by such terms. 



        (b)    Denominations.    The Notes shall be issuable only in fully registered form, without coupons, and only in
denominations of U.S.$1,000 and any integral multiple thereof. 


        (c)    Restrictive Legends.    Unless and until (i) an Initial Note is sold under an effective registration
statement or (ii) an Initial Note is exchanged for an Exchange Note in connection with an effective registration statement, in each case pursuant to the Exchange and Registration Rights
Agreement or a similar agreement, 



        (1)   The
Rule 144A Global Note, the Regulation S Global Note and the Institutional Accredited Investor Global Note shall bear the following legend (the
"Private Placement Legend") on the face thereof: 



"THIS
NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE
FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER 


        (1)   REPRESENTS
THAT 



        (A)  IT
AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A "QUALIFIED INSTITUTIONAL BUYER" (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLE
INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, 


        (B)  IT
IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (WITHIN THE MEANING OF RULE 501(a) (1), (2), (3) OR (7) UNDER THE SECURITIES ACT) (AN "INSTITUTIONAL
ACCREDITED INVESTOR") OR 


        (C)  IT
IS NOT A U.S. PERSON (WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT) AND 




        (2)   AGREES
FOR THE BENEFIT OF THE COMPANY THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS NOTE OR ANY BENEFICIAL INTEREST HEREIN, EXCEPT IN ACCORDANCE WITH
THE SECURITIES ACT AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ONLY 



        (A)  TO
THE COMPANY, 


        (B)  PURSUANT
TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT, 


        (C)  TO
A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, 


        (D)  IN
AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, 


        (E)  IN
A PRINCIPAL AMOUNT OF NOT LESS THAN $100,000, TO AN INSTITUTIONAL ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, DELIVERS TO THE TRUSTEE A DULY COMPLETED AND
SIGNED CERTIFICATE (THE FORM OF WHICH MAY BE OBTAINED FROM THE 





12







 






TRUSTEE)
RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS NOTE, OR 


        (F)  PURSUANT
TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT. 




PRIOR
TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (2)(C) ABOVE OR (2)(D) ABOVE, A DULY COMPLETED AND SIGNED CERTIFICATE (THE FORM OF WHICH MAY BE OBTAINED FROM THE TRUSTEE) MUST BE
DELIVERED TO THE TRUSTEE. PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (2)(E) OR (F) ABOVE, THE COMPANY RESERVES THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS,
CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES
LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY RULE 144 EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT." 




        (2)   The
Regulation S Global Note shall bear the following legend (the "Regulation S Legend") on the face
thereof: 



"THIS
NOTE IS A TEMPORARY GLOBAL NOTE. PRIOR TO THE EXPIRATION OF THE RESTRICTED PERIOD APPLICABLE HERETO, BENEFICIAL INTERESTS HEREIN MAY NOT BE HELD BY ANY PERSON OTHER THAN (1) A
NON-U.S. PERSON OR (2) A U.S. PERSON WHO PURCHASED SUCH INTEREST IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT PURSUANT TO RULE 144A THEREUNDER. BENEFICIAL
INTERESTS HEREIN ARE NOT EXCHANGEABLE FOR PHYSICAL NOTES OTHER THAN A PERMANENT GLOBAL NOTE IN ACCORDANCE WITH THE TERMS OF THE INDENTURE. TERMS IN THIS LEGEND ARE USED AS USED IN REGULATION S UNDER
THE SECURITIES ACT. 


THIS
NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION ORIGINALLY EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT
BE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ALL
APPLICABLE STATE SECURITIES LAWS. TERMS USED ABOVE HAVE THE MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE SECURITIES ACT." 




        (3)   Each
of the Global Notes, whether or not an Initial Note, shall bear the following legend on the face thereof: 



"UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), 




13







 


ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 


TRANSFERS
OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL
NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF." 





        (d)    Book-Entry Provisions.    (i) This Section 2.01(d) shall apply only to Global Notes
deposited with the Trustee, as custodian for DTC. 



        (ii)   Each
Global Note initially shall (A) be registered in the name of DTC or the nominee of DTC, (B) be delivered to the Trustee as custodian for DTC and
(C) bear legends as set forth in Section 2.01(c) hereof. 


        (iii)  Members
of, or participants in, DTC ("Agent Members") shall have no rights under this Indenture with respect to any
Global Note held on their behalf by DTC or by the Trustee as the custodian of DTC or under such Global Note, and DTC may be treated by the Company, the Trustee and any agent of the Company or the
Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the
Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC
governing the exercise of the rights of a Holder of a beneficial interest in any Global Note. 


        (iv)  In
connection with any transfer of a portion of the beneficial interest in a Global Note pursuant to Section 2.01(e) hereof to beneficial owners who are required
to hold Definitive Notes, the Securities Custodian shall reflect on its books and records the date and a decrease in the principal amount of
such Global Note in an amount equal to the principal amount of the beneficial interest in the Global Note to be transferred, and the Company shall execute, and the Trustee shall authenticate and
deliver, one or more Definitive Notes of like tenor and amount. 


        (v)   In
connection with the transfer of an entire Global Note to beneficial owners pursuant to Section 2.01(e) hereof, such Global Note shall be deemed to be
surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by DTC in exchange for its beneficial
interest in such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. 


        (vi)  The
registered Holder of a Global Note may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent
Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. 




        (e)    Definitive Notes.    (i) Except as provided below, owners of beneficial interests in Global Notes will
not be entitled to receive Definitive Notes. If required to do so pursuant to any applicable law or regulation, beneficial owners may obtain Definitive Notes in exchange for their beneficial interests
in a Global Note upon written request in accordance with DTC's and the Registrar's procedures. In addition, Definitive Notes shall be transferred to all beneficial owners in exchange for their
beneficial interests in a Global Note if (a) DTC notifies the Company that it is unwilling or unable to continue as depositary for such Global Note or DTC ceases to be a clearing agency
registered under the Exchange Act, at a time when DTC is required to be so registered in order to act as depositary, and in each case a successor depositary is not appointed by the Company within
90 days of such notice, or (b) the Company executes and delivers to the Trustee and Registrar an Officer's 


14







 

Certificate
stating that such Global Note shall be so exchangeable or (c) an Event of Default has occurred and is continuing and the Registrar has received a request from DTC. 



        (ii)   Any
Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.01(d)(iv) or (v) hereof shall, except as otherwise
provided by Section 2.06(c) hereof bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.01(c) hereof. 


        (iii)  In
connection with the exchange of a portion of a Definitive Note for a beneficial interest in a Global Note, the Trustee shall cancel such Definitive Note, and the
Company shall execute, and the Trustee shall authenticate and deliver, to the transferring Holder a new Definitive Note representing the principal amount not so transferred. 




        Section 2.02.    Execution and Authentication.    One Officer shall execute the Notes, on behalf of the
Company, by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless,
after giving effect to any exchange of Initial Notes for Exchange Notes. 


        A
Note shall not be valid until an authorized signatory of the Trustee manually authenticates the Note. The signature of the Trustee on a Note shall be conclusive evidence that such Note
has been duly and validly authenticated and issued under this Indenture. A Note shall be dated the date of its authentication. 


        At
any time and from time to time after the execution and delivery of this Indenture, the Trustee shall authenticate and make available for delivery: (1) Initial Notes for
original issue on the Issue Date initially in an aggregate principal amount of U.S. $500,000,000 (2) if and when issued, the Subsequent Notes; and (3) Exchange Notes for issue only in a
Registered Exchange Offer pursuant to the Exchange and Registration Rights Agreement, and only in exchange for Initial Notes of an equal principal amount, in each case upon a written order of the
Company signed by two Officers or by an Officer and an Assistant Treasurer or an Assistant Secretary of the Company (the "Company Order"). Such Company
Order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and whether the Notes are to be Initial Notes, Exchange Notes
or Subsequent Notes. The aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is initially limited to U.S. $500,000,000 outstanding (plus any Subsequent
Notes), except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Notes of the same class pursuant to Section 2.06,
Section 2.09, Section 2.11, Section 5.08, or Section 9.05 hereof and except for transactions similar to the Registered Exchange Offer. All Notes issued on the Issue Date
and all Subsequent Notes shall be identical in all respects other than issue dates, the date from which interest accrues and any changes relating thereto. Notwithstanding anything to the contrary
contained in this Indenture, the Initial Notes, any Subsequent Notes and the Exchange Notes will be treated as a single class of securities under this Indenture. Without limiting the generality of the
foregoing sentence, all Notes issued under this Indenture shall vote and consent together on all matters as one class and no Notes will have the right to vote or consent as a separate class on any
matter. 


        The
Trustee may appoint an agent (the "Authenticating Agent") reasonably acceptable to the Company to authenticate the Notes. Unless
limited by the terms of such appointment, any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee
includes authentication by the Authenticating Agent. An Authenticating Agent has the same rights as a Paying Agent to deal with Holders or an Affiliate of the Company. 


        Section 2.03.    Registrar and Paying Agent.    The Company shall cause to be kept a register for the Notes
(the "Note Register") in which, subject to such reasonable regulations as the Company may prescribe, the Company shall provide for the registration of
the Notes and of all transfers and exchanges with respect thereto. The Note Register shall be maintained by the Trustee or such other 


15







 



Person
(including the Company or the Guarantor) appointed by the Company as the registrar (the "Registrar"). The Company shall maintain an office or
agency where Notes may be presented for registration of transfer or for exchange and an office or agency where Notes may be presented for payment (the "Place of
Payment"). The Company shall cause each of the Registrar and the Paying Agent to maintain an office or agency in the Borough of Manhattan, The City of New York. The Company may
have one or more co-registrars and one or more additional paying agents. The term "Paying Agent" includes any additional paying agent. 


        The
Company shall enter into an appropriate agency agreement with any Registrar and Paying Agent that is not a party to this Indenture, which shall incorporate the terms of the Trust
Indenture Act. The agreement shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustee of the name and address of each such agent. If the Company
fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07 hereof. The Company, the
Guarantor or any Subsidiary of the Company or the Guarantor may act as Paying Agent, Registrar, co registrar or transfer agent. 


        The
Company initially appoints DTC to act as depository with respect to the Global Notes. The Trustee is authorized to enter into a letter of representations with DTC in the form
provided to the Trustee by the Company and to act in accordance with such letter. 


        The
Company initially appoints the Trustee as Registrar and Paying Agent for the Notes. 



        Section 2.04.    Paying Agent to Hold Money in Trust.    By at least 10:00 a.m. (New York City time) on
the date on which any principal of and premium, if any, or interest on any Note is due and payable, the Company shall deposit with the Paying Agent a sum sufficient to pay such principal, premium, if
any, or interest when due. The Company shall require each Paying Agent (other than the Trustee) to agree in writing that such Paying Agent shall hold in trust for the benefit of Noteholders or the
Trustee all money held by such Paying Agent for the payment of principal of and premium, if any, or interest on the Notes and shall notify the Trustee in writing of any default by the Company or the
Guarantor in making any such payment. If the Company, the Guarantor or a Subsidiary of the Company or the Guarantor acts as Paying Agent, it shall segregate the money held by it as Paying Agent and
hold it as a separate trust fund. The Company at any time may require a Paying Agent (other than the Trustee) to pay all money held by it to the Trustee and to account for any funds disbursed by such
Paying Agent. Upon complying with this Section 2.04, the Paying Agent (if other than the Company or a Subsidiary of the Company or the Guarantor) shall have no further liability for the money
delivered to the Trustee. Upon any bankruptcy, reorganization or similar proceeding with respect to the Company, the Trustee shall serve as Paying Agent for the Notes. 



        Section 2.05.    Noteholder Lists.    The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of Noteholders and shall otherwise comply with Trust Indenture Act, Section 312(a). If the Trustee is not the
Registrar, or to the extent otherwise required under the Trust Indenture Act, the Company, on its own behalf and on behalf of the Guarantor, shall furnish to the Trustee, in writing at least seven
Business Days before each interest payment date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the
names and addresses of Noteholders and the Company shall otherwise comply with Trust Indenture Act, Section 312(a). 


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        Section 2.06. Transfer and Exchange. (a) The following provisions shall apply with respect to any proposed transfer of a
Rule 144A Note or an Institutional Accredited Investor Global Note prior to the date which is two years after the later of the date of its original issue and the last date on which the Company
or any affiliate of the Company was the owner of such Notes (or any predecessor thereto) (the "Resale Restriction Termination Date"): 



        (i)    a
transfer of a Rule 144A Note or an Institutional Accredited Investor Global Note or a beneficial interest therein to a QIB shall be made upon the representation
of the transferee in the form as set forth on the reverse of the Note that it is purchasing the Note for its own account or an account with respect to which it exercises sole investment discretion and
that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and
acknowledges that it has received such information regarding the Company as the proposed transferee has requested pursuant to Rule 144A or has determined not to request such information and
that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; 


        (ii)   a
transfer of a Rule 144A Note or an Institutional Accredited Investor Global Note or a beneficial interest therein to an IAI shall be made upon receipt by the
Trustee or its agent of a certificate substantially in the form set forth in Section 2.07 hereof from the proposed transferee and, if requested by the Company or the Trustee, the delivery of an
opinion of counsel, certification and/or other information satisfactory to each of them; and 



        (iii)  a
transfer of a Rule 144A Note or an Institutional Accredited Investor Global Note or a beneficial interest therein to a Non-U.S. Person shall be
made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.08 hereof from the proposed transferee and, if requested by the Company or the
Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them. 




        (b)   The
following provisions shall apply with respect to any proposed transfer of a Regulation S Note prior to the expiration of the Restricted Period: 



        (i)    a
transfer of a Regulation S Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee, in the form of assignment on
the reverse of the Note, that it is purchasing the Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and
acknowledges that it has received such information regarding the Company as the proposed transferee has requested pursuant to Rule 144A or has determined not to request such information and
that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; 



        (ii)   a
transfer of a Regulation S Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate
substantially in the form set forth in Section 2.07 hereof from the proposed transferee and, if requested by the Company or the Trustee, the delivery of an opinion of counsel, certification
and/or other information satisfactory to each of them; and 


        (iii)  a
transfer of a Regulation S Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a
certificate substantially in the form set forth in Section 2.08 hereof from the proposed transferee and, if requested by the Company or the Trustee, receipt by the Trustee or its agent of an
opinion of counsel, certification and/or other information satisfactory to each of them. 



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        After
the expiration of the Restricted Period, interests in the Regulation S Note may be transferred without requiring certification provided for in Section 2.07 or
Section 2.08 hereof, or any additional certification. 


        (c)   Restricted Notes Legend. Upon the transfer, exchange or replacement of Notes not bearing a Restricted Notes Legend, the
Registrar shall deliver Notes that do not bear a Restricted Notes Legend. Upon the transfer, exchange or replacement of Notes bearing a Restricted Notes Legend, the Registrar shall deliver only Notes
that bear a Restricted Notes Legend unless there is delivered to the Registrar an Opinion of Counsel to the effect that neither such legend nor the related restrictions on transfer are required in
order to maintain compliance with the provisions of the Securities Act. 


        (d)   The
Registrar shall retain copies of all letters, notices and other written communications received pursuant to Section 2.01 hereof or this Section 2.06.
The Company shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable prior written notice to
the Registrar. 


        (e)   Obligations with Respect to Transfers and Exchanges of Notes.



        (i)    To
permit registrations of transfers and exchanges, the Company shall, subject to the other terms and conditions of this Article 2, execute and the Trustee shall
authenticate Definitive Notes and Global Notes at the Registrar's or co-registrar's request. 


        (ii)   No
service charge shall be made to a Holder for any registration of transfer or exchange, but the Company or the Guarantor may require from a Holder payment of a sum
sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges
payable upon exchange or transfer pursuant to Section 9.05 hereof). 


        (iii)  The
Registrar or co-registrar shall not be required to register the transfer of, or exchange of, any Note for a period beginning (1) 15 days
before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 days before an interest payment date and
ending on such interest payment date. 


        (iv)  Prior
to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent, the Registrar or any co-registrar may
deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and premium, if any, and interest on such Note and
for all other purposes whatsoever, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent, the Registrar or any co registrar shall be affected by notice to the
contrary. 


        (v)   Any
Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.01(d) hereof shall, except as otherwise provided by
Section 2.06(c) hereof, bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.01(c) hereof. 


        (vi)  All
Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under
this Indenture as the Notes surrendered upon such transfer or exchange. 


        (vii) All
Global Notes shall be registered in the name of DTC, or a nominee thereof, and all transfers of beneficial ownership interests therein will be made in accordance
with the rules of DTC. No investor or other party purchasing, selling or otherwise transferring beneficial ownership interests in Global Notes shall receive, hold or deliver any certificate
representing the same. The Company, the Guarantor and the Trustee shall have no responsibility or liability for transfers of beneficial ownership interests in any Global Note. 



18







 





        (f)    No Obligation of the Trustee.



        (i)    The
Trustee shall have no responsibility or obligation to any beneficial owner of a Global Note, an Agent Member or any other Person with respect to (A) the
accuracy of the records of DTC or its nominee or of any participant or member thereof, with respect to any ownership interest in the Notes, (B) the delivery to any participant, member,
beneficial owner or other Person (other than DTC) of any notice (including any notice of redemption) or the payment of any amount or delivery of any Notes (or other security or property) under or with
respect to such Notes, or (C) the selection of the particular Notes or portions thereof to be redeemed or refunded in the event of a partial redemption or refunding of the Notes. All notices
and communications to be given to the Holders and all payments to be made to Holders in respect of the Notes shall be given or made only to or upon the order of the registered Holders (which shall be
DTC or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note shall be exercised only through DTC subject to the applicable rules and procedures of DTC. The
Trustee may rely and shall be fully protected in relying upon information furnished by DTC with respect to its members, participants and any beneficial owners. 



        (ii)   The
Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under
applicable law with respect to any transfer of any interest in any Note (including any transfers between or among DTC, its Agent Members or beneficial owners in any Global Note) other than to require
delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture with respect to transfers
between Holders, and to examine the same to determine substantial compliance as to form with the express requirements hereof. 




        Section 2.07. Form of Certificate to Be Delivered in Connection with Transfers to Institutional Accredited Investors. The form of
certificate to be delivered in connection with transfers of Notes to IAIs is set forth as Exhibit C hereto. 


        Section 2.08. Form of Certificate to Be Delivered in Connection with Transfers Pursuant to Regulation S. The form of
certificate to be delivered in connection with transfers of Notes pursuant to Regulation S is set forth as Exhibit D hereto. 



        Section 2.09. Mutilated, Destroyed, Lost or Stolen Notes. If a mutilated Note is surrendered to the Registrar or if the Holder of a
Note claims that the Note has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate a replacement Note if the requirements of
Section 8-405 of the New York Uniform Commercial Code are met and the Holder satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Company,
such Holder shall furnish an indemnity bond sufficient in the judgment of the Company and the Trustee to protect the Company, the Trustee, the Paying Agent, the Registrar and any
co-registrar from any loss which any of them may suffer if a Note is replaced, and, in the absence of notice to the Company, the Guarantor or the Trustee that such Note has been acquired
by a bona fide purchaser, the Company shall execute and upon Company Order the Trustee shall
authenticate and make available for delivery, in exchange for any such mutilated Note or in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount, bearing a
number not contemporaneously outstanding. 


        In
case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Note, pay such
Note. 


        Upon
the issuance of any new Note under this Section 2.09, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be
imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) in connection therewith. 


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        Every
new Note issued pursuant to this Section 2.09 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the
Company, the Guarantor (if applicable) and any other obligor upon the Notes, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be
entitled to all benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder. 


        The
provisions of this Section 2.09 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Notes. 


        Section 2.10. Outstanding Notes. Notes outstanding at any time are all Notes authenticated by the Trustee except for those canceled
by it, those delivered to it for cancellation and those described in this Section 2.10 as not outstanding. A Note ceases to be outstanding in the event the Company holds the Note, provided,
however, that (i) for purposes of determining which are outstanding for consent or voting purposes hereunder, Notes shall cease to be outstanding in the event the Company or an Affiliate of the
Company holds the Note and (ii) in determining whether the Trustee shall be protected in making a determination whether the Holders of the requisite principal amount of outstanding Notes are
present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification
hereunder, or relying upon any such quorum, consent or vote, only Notes which a Trust Officer of the Trustee actually knows to be held by the Company or an Affiliate of the Company shall not be
considered outstanding. 


        If
a Note is replaced pursuant to Section 2.09 hereof, it ceases to be outstanding unless the Trustee and the Company receive proof satisfactory to them that the replaced Note is
held by a bona fide purchaser. 


        If
the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a redemption date or maturity date money sufficient to pay all principal, premium, if any, and
interest payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the
Noteholders on that date pursuant to the terms of this Indenture, then on and after that date such Notes (or portions thereof) cease to be outstanding and interest on them ceases to accrue. 


        Section 2.11. Temporary Notes. Until Definitive Notes are ready for delivery, the Company may prepare and the Trustee shall
authenticate temporary Notes. Temporary Notes shall be substantially in the form of Definitive Notes but may have variations that the Company considers appropriate for temporary Notes. Without
unreasonable delay, the Company shall prepare and the Trustee shall authenticate Definitive Notes. After the preparation of Definitive Notes, the temporary Notes shall be exchangeable for Definitive
Notes upon surrender of the temporary Notes at any office or agency maintained by the Company for that purpose and such exchange shall be without charge to the Holder. Upon surrender for cancellation
of any one or more temporary Notes, the Company shall execute, and the Trustee shall authenticate and make available for delivery in exchange therefor, one or more Definitive Notes representing an
equal principal amount of Notes. Until so exchanged, the Holder of temporary Notes shall in all respects be entitled to the same benefits under this Indenture as a holder of Definitive Notes. 


        Section 2.12. Cancellation. The Company at any time may deliver Notes to the Trustee for cancellation. The Registrar and the Paying
Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee, and no one else, shall cancel and destroy all Notes surrendered for
registration of transfer, exchange, payment or cancellation, in its customary manner. The Company may not issue new Notes to replace Notes it has paid or delivered to the Trustee for cancellation for
any reason other than in connection with a transfer or exchange. 


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        Section 2.13. Payment of Interest; Defaulted Interest. Interest on any Note which is payable, and is punctually paid or duly
provided for, on any interest payment date shall be paid to the Person in whose name such Note (or one or more predecessor Notes) is registered at the close of business on the regular record date for
such interest at the office or agency of the Company maintained for such purpose pursuant to Section 2.03 hereof. 


        Any
interest on any Note which is payable, but is not paid when the same becomes due and payable and such nonpayment continues for a period of 30 days shall forthwith cease to be
payable to the Holder on the regular record date by virtue of having been such Holder, and such defaulted interest and (to the extent lawful) interest on such defaulted interest at the rate borne by
the Notes (such defaulted interest and interest thereon herein collectively called "Defaulted Interest") shall be paid by the Company, at its election
in each case, as provided in clause (a) or (b) below: 



        (a)   The
Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Notes (or their respective predecessor Notes) are registered at the
close of business on a Special Record Date (as defined below) for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing
of the amount of Defaulted Interest proposed to be paid on each Note and the date (not less than 30 days after such notice) of the proposed payment (the "Special
Interest Payment Date"), and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such
Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of
the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix a record date (the "Special Record Date")
for the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to the Special Interest Payment Date and not less than 10 days
after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date, and in the name and at the expense of the Company,
shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date and Special Interest Payment Date therefor to be given in the manner provided for in
Section 11.02 hereof, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date and Special Interest
Payment Date therefor having been so given, such Defaulted Interest shall be paid on the Special Interest Payment Date to the Persons in whose names the Notes (or their respective predecessor Notes)
are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following clause (b). 


        (b)   The
Company may make payment of any Defaulted Interest in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes
may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this clause, such manner of payment
shall be deemed practicable by the Trustee. 




        Subject
to the foregoing provisions of this Section 2.13, each Note delivered under this Indenture upon registration of, transfer of or in exchange for or in lieu of any other
Note shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Note. 


        Section 2.14. Computation of Interest. Interest on the Notes shall be computed on the basis of a 360-day year of twelve
30-day months. 


        Section 2.15. CUSIP and ISIN Numbers. The Company in issuing the Notes may use "CUSIP" and "ISIN" numbers (if then generally in
use) and, if so, the Trustee shall use "CUSIP" and "ISIN" numbers in notices of redemption as a convenience to Holders; provided, however, that any such notice may state that no representation is made
as to the correctness of such numbers either as printed on the 


21







 



Notes
or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption shall not be affected by any
defect in or omission of such CUSIP or ISIN numbers. The Company shall promptly notify the Trustee of any change in the CUSIP and ISIN numbers. 


 
 

ARTICLE 3
  COVENANTS    
    


        Section 3.01. Payment of Notes. The Company shall promptly pay the principal of and premium, if any, and interest on the Notes on
the dates and in the manner provided in the Notes and in this Indenture. Principal and interest shall be considered paid on the date due if on such date the Trustee or the Paying Agent holds in
accordance with this Indenture money sufficient to pay all principal and interest then due and the Trustee or the Paying Agent, as the case may be, is not prohibited from paying such money to the
Noteholders on that date. 


        The
Company shall pay interest on overdue principal and premium, if any, at the rate specified therefor in the Notes, and it shall pay interest on overdue installments of interest at the
same rate to the extent lawful. 


        Notwithstanding
anything to the contrary contained in this Indenture and subject to Section 10.04, the Company may, to the extent it is required to do so by law, deduct or
withhold income or other similar taxes imposed by the United States of America from principal or interest payments hereunder. 



        Section 3.02. Limitation and Restrictions on Activities of the Company. (a) The Company shall not engage in any business or
enterprise or enter into any transaction or agreement other than in connection with (i) the issuance and sale of the Notes, (ii) the incurrence of other Permitted Indebtedness,
(iii) the entering into of Hedge Agreements relating to the Notes or the other Permitted Indebtedness having a notional amount not exceeding the aggregate principal amount of the Notes and such
other Permitted
Indebtedness then outstanding and (iv) the use of the net proceeds from the issuance of the Notes or the other Permitted Indebtedness to increase its investment in the
Series 2002-1 VFC. 


        (b)   The
Company shall not acquire or own any subsidiary or other assets or property (either real or personal), except for (i) the Series 2002-1
VFC, (ii) Hedge Agreements, and (iii) instruments evidencing the interests in the foregoing. 


        (c)   The
Company shall not create, incur, assume or suffer to exist any Indebtedness other than Permitted Indebtedness. 


        (d)   The
Company shall not create, assume, incur or suffer to exist any Lien upon or with respect to any of its Property; provided, however, it being understood, for the
avoidance of doubt, that the Company shall not create, incur, assume or suffer to exist any Lien including Liens which would otherwise constitute a Permitted Lien in the case of the Guarantor or any
Restricted Subsidiaries. 


        (e)   The
Company shall not enter into any consolidation, merger, amalgamation, joint venture, syndicate or other form of combination with any Person, and shall not sell,
lease, convey or otherwise dispose of any of its assets or receivables, including, without limitation, the Series 2002-1 VFC or any interest in the Series 2002-1
VFC. 


        (f)    The
Company shall not amend, supplement, waive or modify, or consent to any amendment, supplement, waiver or modification of, any Master Trust Transaction Document
except in accordance with the provisions of this Section 3.02(f). Any provision of any Master Trust Transaction Document may be amended, waived, supplemented, restated, discharged or terminated
without the consent of the Holders; provided that such amendment, waiver, supplement or restatement does not (i) render the Series 2002-1 VFC subordinate in payment to any
other Series under the Bunge Master Trust or 


22







 



otherwise
adversely discriminate against the Series 2002-1 VFC relative to any other Series under the Bunge Master Trust, (ii) reduce in any manner the amount of, or delay
the timing of, distributions which are required to be made on or in respect of the Series 2002-1 VFC, (iii) change the definition of, the manner of calculating, or in any way
the amount of, the interest of the Company in the assets of the Bunge Master Trust, (iv) change the definition of "Eligible Loans" or, to the extent used in such definition, other defined terms
used in such definition, or (v) result in a Default or Event of Default; and provided, further, that, in each case, the Trustee shall have received prior notice thereof together with copies of
any documentation related thereto. Any amendment, waiver, supplement or restatement of a Master Trust Transaction Document (including any exhibit thereto) of the type described in clauses (i), (ii),
(iii), (iv), or (v) of this Section 3.02(f) shall require the written consent of at least a majority in principal amount of the Notes then outstanding (including, without limitation,
consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). 


        Section 3.03. Limitation on Liens. The Guarantor shall not, and shall not permit any Restricted Subsidiary to, create, assume,
incur or suffer to exist any Lien, other than a Permitted Lien, upon or with respect to any of its Restricted Property or the shares of stock or Indebtedness of any Restricted Subsidiary to secure any
Indebtedness incurred or guaranteed by the Guarantor or any Restricted Subsidiary (other than the Notes), unless all of the outstanding Notes and the Guarantee are secured equally and ratably with, or
prior to, such Indebtedness for so long as such Indebtedness shall be so secured. 


        Section 3.04. Limitation on Sale-Leaseback Transactions. The Guarantor shall not, and shall not permit any Restricted
Subsidiary to, enter into any Sale-Leaseback Transaction unless: 



        (a)   the
Sale-Leaseback Transaction occurs within six months from the date of the acquisition of the Restricted Property subject thereto or the date of the
completion of construction or commencement of full operations of such Restricted Property, whichever is later; or 


        (b)   the
Sale-Leaseback Transaction is between the Guarantor and a Restricted Subsidiary of the Guarantor, or between Restricted Subsidiaries of the Guarantor; or 


        (c)   the
Sale-Leaseback Transaction involves a lease for a period, including renewals, of not more than 

three years; or 


        (d)   the
Sale-Leaseback Transaction constitutes a Permitted Lien for the purposes of Section 3.03 hereof; or 


        (e)   the
Guarantor or such Restricted Subsidiary, within a one year period after such Sale-Leaseback Transaction, (i) applies or causes to be applied an
amount not less than the Attributable Indebtedness from such Sale-Leaseback Transaction to the prepayment, repayment, redemption, reduction or retirement of any Indebtedness of the
Guarantor or any Subsidiary having a maturity of more than one year that is not subordinated to the Notes or the Guarantee or (ii) enters into a bona fide commitment to expend an amount not
less than the Attributable Indebtedness for such Sale-Leaseback Transaction during such one-year period to the acquisition, construction or development of other similar
Property. 




        Section 3.05. Exclusion from Limitations. Notwithstanding Sections 3.03 and 3.04 hereof, the Guarantor may, and may permit any
Restricted Subsidiary to, create, assume, incur or suffer to exist any Lien (other than a Permitted Lien) upon any Restricted Property to secure Indebtedness incurred or guaranteed by the Guarantor or
any Restricted Subsidiary (other than the Notes) or effect any Sale-Leaseback Transaction of a Restricted Property that is not excepted by Section 3.04(a), (b), (c), (d) or
(e) hereof, without equally and ratably securing the Notes or the Guarantee provided that, after giving effect thereto, the aggregate principal amount of outstanding Indebtedness (other than
the Notes) secured by Liens (other than Permitted Liens) upon Restricted Property plus the Attributable 


23







 

Indebtedness
from Sale-Leaseback Transactions of Restricted Property not so excepted, do not exceed 15% of the Consolidated Net Tangible Assets. 


        Section 3.06. Maintenance of Office or Agency. The Company will maintain in The City of New York, an office or agency where the
Notes may be presented or surrendered for payment, where, if applicable, the Notes may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in
respect of the Notes and this Indenture may be served. The office or agency (the "Corporate Trust Office") used by the Trustee in The City of New York
as its office or agency for receiving securities, as the same may from time to time be designated by the Trustee, shall be such office or agency of the Company, unless the Company shall designate and
maintain some other office or agency for one or more of such purposes. The Company will give prompt written notice to the Trustee of any change in the location of any such office or agency. If at any
time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be
made or served at the Corporate
Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. 


        The
Company may also from time to time designate one or more other offices or agencies (in or outside of The City of New York) where the Notes may be presented or surrendered for any or
all such purposes and may from time to time rescind any such designation; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to
maintain an office or agency in The City of New York for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and any change in the location
of any such other office or agency. 


        Section 3.07. Corporate Existence. Subject to Article 4 hereof, each of the Company and the Guarantor will do or cause to be
done all things necessary to preserve, renew and keep in full force and effect its corporate existence and take all reasonable action to maintain its corporate rights (charter and statutory),
licenses, privileges and franchises; provided, however, that the Company and the Guarantor shall not be required to preserve any such right, license, privilege or franchise if the Board of Directors
of the Company or the Guarantor, as applicable, shall determine that the preservation thereof is no longer desirable in the conduct of its business and that the loss thereof is not, and will not be,
disadvantageous in any material respect to the Holders; and provided further, the Guarantor may merge in accordance with Section 4.01 hereof. 


        Section 3.08. Maintenance of Properties; Insurance. The Guarantor shall, and shall cause each of its Subsidiaries to, keep all
property useful and necessary in its business in good working order and condition, except where failure to do so would not have a Material Adverse Effect; and the Guarantor shall maintain with
financially sound and reputable insurance companies insurance on all its property in at least such amounts and against at least such risks as are customary for the Guarantor's type of business. 


        Section 3.09. Payment of Taxes and Other Claims. Each of the Company and the Guarantor shall pay, discharge or otherwise satisfy at
or before maturity or before they become delinquent, as the case may be, all taxes, assessments and similar governmental charges imposed on it, its incomes, profits or properties, except where
(i) the amount or validity thereof is currently being contested in good faith by appropriate proceedings and reserves to the extent required by U.S. GAAP with respect thereto have been provided
on the books of the Company or the Guarantor or (ii) the nonpayment of such taxes, assessments and claims in the aggregate could not reasonably be expected to have a Material Adverse Effect. 


        Section 3.10. Payments for Consent. Neither the Company, the Guarantor nor any Subsidiaries of the Company or the Guarantor will,
directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fees or otherwise, to any Holder of any Notes for or as an inducement to 


24







 



any
consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes unless such consideration is offered to be paid or is paid to all Holders of the Notes that consent,
waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement. 


        Section 3.11. Compliance Certificate. The Company and the Guarantor shall deliver to the Trustee within 120 days after the
end of each Fiscal Year of the Company and the Guarantor a certificate signed by the principal executive officer, principal financial officer or principal accounting officer of the Company and the
Guarantor, respectively, stating that in the course of the performance by the signer of his or her duties as an officer of the Company and the Guarantor he or she would normally have knowledge of any
Default or Event of Default and whether or not the signer knows of any Default or Event of Default that occurred during such period. If he or she does, the certificate shall describe the Default or
Event of Default, its status and what action the Company is taking or proposes to take with respect thereto. The Company also shall comply with Trust Indenture Act, Section 314(a)(4). 


        Section 3.12. Further Instruments and Acts. Upon request of the Trustee, the Company will execute and deliver such further
instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture. 


        Section 3.13. Statement by Officers as to Default. The Company shall deliver to the Trustee, as soon as possible and in any event
within 10 days after the Company becomes aware of the occurrence of any Event of Default or an event which, with notice or the lapse of time or both, would constitute an Event of Default, an
Officer's Certificate setting forth the details of such Event of Default or default and the action which the Company proposes to take with respect thereto. 



        Section 3.14. Notice of Change in Bermuda Law, Debt Ratings. The Guarantor shall give notice to the Trustee promptly after becoming
aware of (i) any changes in taxes, duties or other fees of Bermuda or any political subdivision or taxing authority thereof or any change in any laws of Bermuda, in each case, that may affect
any payment due under this Indenture, (ii) any change in such Guarantor's public or private debt ratings by a "nationally recognized statistical rating organization," as such term is defined by
the SEC for purposes of Rule 436(g)(2) under the Securities Act, and (iii) any development or event which has had, or which the Guarantor in its good faith judgment believes will have, a
Material Adverse Effect; provided that the Trustee shall have no responsibilities or duties with respect to any such notice. Delivery of any such notice to the Trustee is for informational purposes
only and the Trustee's receipt of such notice shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company's
compliance with
any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer's Certificates). 


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ARTICLE 4
  SUCCESSOR GUARANTOR    
    


        Section 4.01.    Consolidation, Merger, Amalgamation and Sale of Assets by the Guarantor.    The Guarantor
shall not, and shall not cause or permit any Subsidiary to, consolidate with or merge or amalgamate with or into, or sell, lease, or convey all or substantially all its assets to, any Person, unless: 



        (a)   in
the case of the Guarantor: 



        (i)    the
resulting, surviving or transferee Person (the "Successor Guarantor") shall be either the Guarantor or a Person
organized under the laws of Bermuda, the United States of America, any State thereof or the District of Columbia, any full member state of the European Union, Canada, Australia or Switzerland, and the
Successor Guarantor (if not the Guarantor) shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, all the obligations of the Guarantor under the Guarantee and this
Indenture; and 


        (ii)   immediately
after giving effect to such transaction, no Event of Default or event which with notice or lapse of time would be an Event of Default has occurred and is
continuing; or 




        (b)   in
the case of any Subsidiary of the Guarantor (other than the Company): 



        (i)    such
transaction is a merger or amalgamation of such Subsidiary into, or a consolidation of such Subsidiary with, the Guarantor (so long as the Guarantor is the
surviving entity) or another Subsidiary of the Guarantor or the sale or other disposition by such Subsidiary of all or substantially all of its property to the Guarantor or another Subsidiary of the
Guarantor; or 


        (ii)   such
transaction is the merger or amalgamation of such Subsidiary into, the consolidation of such Subsidiary with, or the sale or other disposition by such Subsidiary
of all or substantially all of its
property to, another Person (provided that such Person is not an Affiliate of such Subsidiary), so long as immediately prior to, and after giving effect to such transaction, no Default or Event of
Default exists or would exist. 





        For
purposes of this Section 4.01, the sale, lease, conveyance, assignment, transfer, or other disposition of all or substantially all of the properties and assets of one or more
Subsidiaries of the Guarantor, which properties and assets, if held by the Guarantor instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the
Guarantor on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Guarantor. 


        If
the Guarantor engages in one of the transactions described above and complies with the conditions listed above, the Successor Guarantor will succeed to, and be substituted for, and
may exercise every right and power of, the Guarantor under this Indenture, but, in the case of a lease of all or substantially all its assets, the Guarantor will not be released from the obligation to
pay the principal of and premium, if any, and interest on the Notes. 


        In
the event that the Guarantor consolidates with or merges or amalgamates with or into, or sells, leases or conveys all or substantially all of its assets to, another Person subject to
the terms of this Section 4.01 (a "Transfer") and the Successor Guarantor is a Person organized under the laws of a member state of the European
Union, Canada, Australia or Switzerland, the Guarantor and the Successor Guarantor shall, as a condition to such Transfer, (A) enter into a supplemental indenture with the Trustee providing for
full, unconditional and irrevocable indemnification of the Holders of the Notes and the Trustee against any tax or duty of whatever nature which is incurred or otherwise suffered by such Holders and
the Trustee with respect to the Notes and which would not have been incurred or otherwise suffered in the absence of such Transfer; and (B) deliver to the Trustee, for the 


26







 



benefit
of the Holders of the Notes, legal opinions of independent legal counsel in New York and the applicable member state of the European Union, Canada, Australia or Switzerland the laws of which
the successor is organized under, as applicable, to the effect that the Obligations of the Successor Guarantor with respect to the Guarantee are legal, valid, binding and enforceable in accordance
with their terms. 


 
 

ARTICLE 5
  OPTIONAL REDEMPTION OF NOTES    
    


        Section 5.01.    Optional Redemption by the Company.    The Notes may be redeemed at any time as a whole or
from time to time in part, subject to the conditions and at the Redemption Prices specified in the form of Notes set forth in Exhibit A and Exhibit B hereto, which are hereby
incorporated by reference and made a part of this Indenture, together with accrued and unpaid interest to the Redemption Date. 


        Section 5.02.    Applicability of Article.    Redemption of Notes at the election of the Company or otherwise,
as permitted or required by any provision of this Indenture, shall be made in accordance with such provision and this Article 5. 



        Section 5.03.    Election to Redeem; Notice to Trustee.    The election of the Company to redeem any Notes
pursuant to Section 5.01 hereof shall be evidenced by a resolution of the Board of Directors of the Company. In case of any redemption at the election of the Company, the Company shall, upon
not later than the earlier of the date that is 30 days prior to the Redemption Date fixed by the Company or the date on which notice is given to the Holders (except as provided in
Section 5.05 hereof or unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date and of the principal amount of Notes to be redeemed and shall
deliver to the Trustee such documentation and records as shall enable the Trustee to select the Notes to be redeemed pursuant to Section 5.04 hereof. 


        Section 5.04.    Selection by Trustee of Notes to Be Redeemed.    If less than all the Notes are to be redeemed
at any time pursuant to an optional redemption, the particular Notes to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee, from the outstanding
Notes not previously called for redemption, in compliance with the requirements of the principal securities exchange, if any, on which such Notes are listed, or, if such Notes are not so listed, on a
pro rata basis, by lot or by such other method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions of the principal of the Notes;
provided, however, that no such partial redemption shall reduce the portion of the principal amount of a Note not redeemed to less than U.S. $1,000. 


        The
Trustee shall promptly notify the Company in writing of the Notes selected for redemption and, in the case of any Notes selected for partial redemption, the principal amount thereof
to be redeemed. 


        For
all purposes of this Indenture, unless the context otherwise requires, all provisions relating to redemption of Notes shall relate, in the case of any Note redeemed or to be redeemed
only in part, to the portion of the principal amount of such Note which has been or is to be redeemed. 


        Section 5.05.    Notice of Redemption.    Notice of redemption shall be given in the manner provided for in
Section 11.02 hereof not less than 30 nor more than 60 days prior to the Redemption Date, to each Holder of Notes to be redeemed. The Trustee shall give notice of redemption in the
Company's name and at the Company's expense; provided, however, that the Company shall deliver to the Trustee, at least 15 days prior to the date the notice of redemption is to be given (unless
a shorter period shall be acceptable to the Trustee), an Officer's Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in
the following items. 


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        All
notices of redemption shall state: 



        (1)   the
Redemption Date, 


        (2)   the
Redemption Price and the amount of accrued interest to the Redemption Date payable as provided in Section 5.07 hereof, if any, 


        (3)   if
less than all outstanding Notes are to be redeemed, the identification of the particular Notes (or portion thereof) to be redeemed, as well as the aggregate principal
amount of Notes to be redeemed and the aggregate principal amount of Notes to be outstanding after such partial redemption, 


        (4)   in
case any Note is to be redeemed in part only, the notice which relates to such Note shall state that on and after the Redemption Date, upon surrender of such Note,
the Holder will receive, without charge, a new Note or Notes of authorized denominations for the principal amount thereof remaining unredeemed, 


        (5)   that
on the Redemption Date the Redemption Price (and accrued interest, if any, to the Redemption Date payable as provided in Section 5.07 hereof) will become due
and payable upon each such Note, or the portion thereof, to be redeemed, and, unless the Company defaults in making the redemption payment, that interest on Notes called for redemption (or the portion
thereof) will cease to accrue on and after said date, 


        (6)   the
place or places where such Notes are to be surrendered for payment of the Redemption Price and accrued interest, if any, 


        (7)   the
name and address of the Paying Agent, 


        (8)   that
Notes called for redemption must be surrendered to the Paying Agent to collect the Redemption Price, and 


        (9)   the
CUSIP number, and that no representation is made as to the accuracy or correctness of the CUSIP number, if any, listed in such notice or printed on the Notes. 




        Section 5.06.    Deposit of Redemption Price.    Prior to any Redemption Date, the Company shall deposit with
the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 2.04 hereof) an amount of money sufficient to pay
the Redemption Price of, and accrued interest on, all the Notes which are to be redeemed on that date. 


        Section 5.07.    Notes Payable on Redemption Date.    Notice of redemption having been given as aforesaid, the
Notes to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified (together with accrued interest, if any, to the Redemption Date), and from and
after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest) such Notes shall cease to bear interest. Upon surrender of any such Note for redemption
in accordance with said notice, such Note shall be paid by the Company at the Redemption Price, together with accrued interest, if any, to the Redemption Date (subject to the rights of Holders of
record on the relevant record date to receive interest due on the relevant interest payment date). 



        If
any Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal and premium, if any, shall, until paid, bear interest from the Redemption Date
at the rate borne by the Notes. 


        Section 5.08.    Notes Redeemed in Part.    Any Note which is to be redeemed only in part (pursuant to the
provisions of this Article 5) shall be surrendered at the office or agency of the Company maintained for such purpose pursuant to Section 3.06 hereof (with, if the Company or the Trustee
so 


28







 



requires,
due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or such Holder's attorney duly authorized in
writing), and the Company shall execute, and the Trustee shall authenticate and make available for delivery to the Holder of such Note at the expense of the Company, a new Note or Notes, of any
authorized denomination as requested by such Holder, in an aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Note so surrendered, provided that
each such new Note will be in a principal amount of U.S.$1,000 or integral multiple thereof. Notwithstanding the foregoing, DTC shall select the Notes for redemption if evidenced by a Global Note
according to DTC's stated procedures therefor. 


 
 

ARTICLE 6
  DEFAULTS AND REMEDIES    
    


        Section 6.01.    Events of Default.    An "Event of Default"
occurs if: 



        (1)   the
Company defaults in any payment of interest or additional interest (as required by the Exchange and Registration Rights Agreement) on any Note when the same becomes
due and payable, and such default continues for a period of 30 days; 


        (2)   the
Company defaults in the payment of the principal or premium, if any, on any Note when the same becomes due and payable at its Stated Maturity, upon optional
redemption, upon declaration of acceleration or otherwise; 


        (3)   the
Company or the Guarantor defaults in the performance of or a breach by the Company or the Guarantor of any other covenant or agreement in this Indenture or under the
Notes (other than those referred to in (1) or (2) above) and such default continues for 60 days after written notice from the Trustee or the Holders of at least 25% in principal
amount of the outstanding Notes; 


        (4)   the
Company, the Guarantor or any Subsidiary shall (i) default in making any payment of any principal of any indebtedness for borrowed money, including
obligations evidenced by any mortgage,
indenture, bond, debenture, note, guarantee or other similar instruments to which it is a party on the scheduled or original due date with respect thereto; or (ii) default in making any payment
of any interest on any such indebtedness beyond the period of grace, if any, provided in the instrument or agreement under which such indebtedness was created; or (iii) default in the
observance or performance of any other agreement or condition relating to any such indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, the effect of
which default or condition is to cause, or to permit the holder or beneficiary of such indebtedness (or a trustee or agent on behalf of such holder or beneficiary) to cause, with the giving of notice
if required, such indebtedness to become due prior to its stated maturity or (in the case of any such indebtedness constituting a guarantee) to become payable and such acceleration has not been cured
within 15 days after notice of acceleration; provided, that a default, event or condition described in clause (i), (ii) or (iii) of this paragraph (4) shall not at
any time constitute an Event of Default unless, at such time, one or more defaults, events or conditions of the type described in clauses (i), (ii) and (iii) of this paragraph (4)
shall have occurred and be continuing with respect to such indebtedness in an amount exceeding U.S. $50,000,000; 


        (5)   (i) the
Company, the Guarantor, a Designated Obligor or any Material Subsidiary shall commence any case, proceeding or other action (A) under any existing
or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or
seeking to adjudicate it bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding up, liquidation, dissolution, composition or other relief with respect to it or its debts,
or (B) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any 



29







 




substantial
part of its assets, or the Company, the Guarantor, a Designated Obligor or any Material Subsidiary shall make a general assignment for the benefit of its creditors; or (ii) there
shall be commenced against the Company, the Guarantor, a Designated Obligor or any Material Subsidiary any case, proceeding or other action of a nature referred to in clause (i) above that
(A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed, undischarged or unbonded for a period of 60 days; or
(iii) there shall be commenced against the Company, the Guarantor, a Designated Obligor or any Material Subsidiary any case, proceeding or other action seeking issuance of a warrant of
attachment, execution, distraint or similar process against all or any substantial part of its assets that results in the entry of an order for any such relief that shall not have been vacated,
discharged, or stayed or bonded pending appeal within 60 days from the entry thereof; or (iv) the Company, the Guarantor, a Designated Obligor or any Material Subsidiary shall take any
action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above; or (v) the Company, the
Guarantor, a Designated Obligor or any Material Subsidiary shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due. 




        The
foregoing will constitute Events of Default whatever the reason for any such Event of Default and whether it is voluntary or involuntary or is effected by operation of law or
pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body. 


        The
Company shall deliver to the Trustee, within 10 days after the occurrence thereof, written notice in the form of an Officer's Certificate of any Default or Event of Default
under clauses (3), (4) or (5) of this Section 6.01, which such notice shall contain the status thereof and a description of the action being taken or proposed to be taken by the
Company in respect thereof. 


        Section 6.02.    Acceleration.    (a) If an Event of Default occurs and is continuing, the Trustee by
written notice to the Company, or the Holders of at least 25% in outstanding principal amount of the Notes by written notice to the Company and the Trustee, may, and the Trustee at the request of such
Holders shall, declare the principal of and premium, if any, and accrued and unpaid interest on all the Notes to be due and payable. Upon such a declaration, such principal, premium, if any, and
accrued and unpaid interest shall be immediately due and payable. If an Event of Default described in paragraph (5) of Section 6.01 hereof occurs and is continuing, then in each and
every such case, the principal amount of the Notes, the premium, if any, and all accrued and unpaid interest shall be immediately due and payable without any declaration or other act on the part of
the Trustee or the Holders. 


        (b)   In
the event the principal of and premium, if any, and accrued and unpaid interest on the Notes becomes due and payable pursuant to Section 6.02(a) hereof, the
Trustee shall instruct the Company, and the Company shall instruct the Master Trust Trustee, to declare due and payable the principal and accrued interest in respect of the intercompany loans that had
been made using the net proceeds from the sale of the Notes invested in the Series 2002-1 VFC. 


        Section 6.03.    Other Remedies.    If an Event of Default occurs and is continuing, the Trustee may pursue any
available remedy to collect the payment of principal of and premium, if any, or interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture. 



        The
Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Noteholder
in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. No remedy is exclusive of
any other remedy. All available remedies are cumulative. 


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        Section 6.04.    Waiver of Past Defaults.    The Holders of a majority in principal amount of the outstanding
Notes by notice to the Trustee may (a) waive, by their consent (including, without limitation consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes),
an existing Default or Event of Default and its consequences except (i) a Default or Event of Default in the payment of the principal of and premium, if any, or interest on a Note or
(ii) a Default or Event of Default in respect of a provision that under Section 9.02 hereof cannot be amended without the consent of each Noteholder affected and (b) rescind any
such acceleration with respect to the Notes and its consequences if (1) rescission would not conflict with any judgment or decree of a court of competent
jurisdiction and (2) all existing Events of Default, other than the nonpayment of the principal of and premium, if any, and interest on the Notes that have become due solely by such declaration
of acceleration, have been cured or waived. When a Default or Event of Default is waived, it is deemed cured, but no such waiver shall extend to any subsequent or other Default or Event of Default or
impair any consequent right. 


        Section 6.05.    Control by Majority.    The Holders of a majority in principal amount of the outstanding Notes
may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse
to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01 and Section 7.02 hereof, that the Trustee determines is prejudicial to the rights of other
Noteholders or would involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction.
Prior to taking any action hereunder, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such
action. 


        Section 6.06.    Limitation on Suits.    Subject to Section 6.07 hereof, a Noteholder may not pursue any
remedy with respect to this Indenture or the Notes unless: 



        (1)   the
Holder gives to the Trustee written notice stating that an Event of Default is continuing; 


        (2)   the
Holders of at least 25% in outstanding principal amount of the Notes make a request to the Trustee to pursue the remedy; 



        (3)   such
Holder or Holders offer to the Trustee reasonable security or indemnity satisfactory to the Trustee against any loss, liability or expense; 


        (4)   the
Trustee does not comply with the request within 60 days after receipt of the request and the offer of security or indemnity; and 


        (5)   the
Holders of a majority in principal amount of the Notes do not give the Trustee a direction that, in the opinion of the Trustee, is inconsistent with such request
during such 60-day period. 




        A
Noteholder may not use this Indenture to prejudice the rights of another Noteholder or to obtain a preference or priority over another Noteholder. 


        Section 6.07.    Rights of Holders to Receive Payment.    Notwithstanding any other provision of this Indenture
(including, without limitation, Section 6.06 hereof), the right of any Holder to receive payment of principal of and premium, if any, or interest on the Notes held by such Holder, on or after
the respective due dates expressed in the Notes, or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of
such Holder. 


        Section 6.08.    Collection Suit by Trustee.    If an Event of Default specified in Section 6.01
(1) or (2) hereof occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the Company for the whole amount then due and
owing (together with 


31







 



interest
on any unpaid interest to the extent lawful) and the amounts provided for in Section 6.07 hereof. 



        Section 6.09.    Trustee May File Proofs of Claim.    The Trustee may file such proofs of claim and other
papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel) and the Noteholders allowed in any judicial proceedings relative to the Company, the Guarantor, any of the Subsidiaries or their respective creditors or properties
and, unless prohibited by law or applicable regulations, may be entitled and empowered to participate as a member of any official committee of creditors appointed in such matter and, may vote on
behalf of the Holders in any election of a trustee in bankruptcy or other Person performing similar functions, and any custodian in any such judicial proceeding is hereby authorized by each Holder to
make payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents and its counsel, and any other amounts due the Trustee under Section 7.07 hereof. 


        Section 6.10.    Priorities.    If the Trustee collects any money or property pursuant to this
Article 6, it shall pay out the money or property in the following order: 



        FIRST:
to the Trustee for amounts due under Section 7.07 hereof; 


        SECOND:
to Noteholders for amounts due and unpaid on the Notes for principal and premium, if any, and interest, ratably, without preference or priority of any kind, according to the
amounts due and payable on the Notes for principal and interest, respectively; and 


        THIRD:
to the Company. 




        The
Trustee may fix a record date and payment date for any payment to Noteholders pursuant to this Section 6.10. At least 15 days before such record date, the Company shall
mail to each Noteholder and the Trustee a notice that states the record date, the payment date and amount to be paid. 


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        Section 6.11.    Undertaking for Costs.    In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to
pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys' fees and expenses, against any party litigant in the suit, having due regard to
the merits and good faith of the claims or defenses made by the party litigant. This Section 6.11 does not apply to a suit by the Trustee, a suit by the Company, a suit by a Holder pursuant to
Section 6.07 hereof or a suit by Holders of more than 10% in outstanding principal amount of the Notes. 


 
 

ARTICLE 7
  TRUSTEE    
    


        Section 7.01.    Duties of Trustee.    (a) If an Event of Default has occurred and is continuing, the
Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent Person would exercise or use under the
circumstances in the conduct of such Person's own affairs; provided that if an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or
powers under this Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee indemnity or security reasonably satisfactory to it against loss,
liability or expense. 


        Except
during the continuance of an Event of Default: 


        (1)   the
Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read
into this Indenture against the Trustee; and 


        (2)   in
the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon
certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions which by any provisions hereof are
specifically required to be furnished to the Trustee, the Trustee shall examine such certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need
not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). 



        (b)   The
Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: 



        (1)   this
paragraph does not limit the effect of the second paragraph of Section 7.01(a); 


        (2)   the
Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved that the Trustee was negligent in ascertaining the
pertinent facts; and 


        (3)   the
Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to
Section 6.05 hereof. 




        (c)   Every
provision of this Indenture that in any way relates to the Trustee is subject to paragraphs Section 7.01(a) and (b) hereof. 


        (d)   The
Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. 


        (e)   Money
held in trust by the Trustee need not be segregated from other funds except to the extent required by law. 



        (f)    No
provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties
hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not
reasonably assured to it. 



33







 




        (g)   Every
provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this
Section 8.01 and to the provisions of the Trust Indenture Act. 


        (h)   Unless
otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the
Company. 


        (i)    The
Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless
such Holders shall have offered to the Trustee security or indemnity reasonably satisfactory to it against the costs, expenses (including reasonable attorneys' fees and expenses) and liabilities that
might be incurred by it in compliance with such request or direction. 




        Section 7.02.    Rights of Trustee.    Subject to Section 7.01 hereof: 



        (a)   The
Trustee may conclusively rely on any document (whether in its original or facsimile form) reasonably believed by it to be genuine and to have been signed or
presented by the proper person. The Trustee need not investigate any fact or matter stated in the document. The Trustee shall receive and retain financial reports and statements of the Company as
provided herein, but shall have no duty to review or analyze such reports or statements to determine compliance under covenants or other obligations of the Company; 


        (b)   Before
the Trustee acts or refrains from acting, it may require an Officer's Certificate and/or an Opinion of Counsel. The Trustee shall not be liable for any action it
takes or omits to take in good faith in reliance on an Officer's Certificate or Opinion of Counsel; 



        (c)   The
Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care; 


        (d)   The
Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers, provided
however, that the Trustee's conduct does not constitute willful misconduct or negligence; 


        (e)   The
Trustee may consult with counsel of its selection, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Notes shall
be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such
counsel; 


        (f)    The
Trustee shall not be deemed to have notice of any Default or Event of Default unless a Trust Officer of the Trustee has actual knowledge thereof or unless written
notice of any event which is in fact such a default is received by the Trustee at the Principal Trust Office of the Trustee, and such notice references the Notes and this Indenture; 


        (g)   The
rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall
be enforceable by, the Trustee in each of its capacities hereunder (including Registrar and Paying Agent), and each agent, custodian and other Person employed to act hereunder; and 


        (h)   The
Trustee may request that the Company deliver an Officer's Certificate setting forth the names of individuals and/or titles of officers authorized at such time to
take specified actions pursuant to this Indenture, which Officer's Certificate may be signed by any person authorized to sign an Officer's Certificate, including any person specified as so authorized
in any such certificate previously delivered and not superseded. 



        (i)    The
Trustee is not required to give any bond or surety with respect to the performance of its duties or the exercise of its powers under this Indenture. 


        (j)    The
Trustee's rights, powers, indemnities, immunities and protections from liability and its rights to compensation and indemnification in connection with the
performance of its duties under this Indenture shall extend to (1) the Trustee, whether serving in any other capacity hereunder, including without limitation, in the capacity of Paying Agent or
Registrar and (2) the Trustee's 



34







 




officers,
directors, agents, counsel and employees. Such immunities and protections and rights to indemnification, together with the Trustee's right to compensation, shall survive the Trustee's
resignation or removal, the discharge of this Indenture and final payment of the Notes. 


        (k)   The
Trustee shall have no responsibility for any information in any offering document or other disclosure material distributed with respect to any series of Notes, and
the Trustee shall have no responsibility for compliance with any state or federal securities laws in connection with the Notes, other than the filing of any documents required to be filed by an
indenture trustee pursuant to the Trust Indenture Act or otherwise required in the Indenture. 


        (l)    Notwithstanding
anything else herein contained, whenever any provision of this Indenture indicates that any confirmation of a condition or event is qualified by the
words "to the knowledge of" or
"known to" the Trustee or other words of similar meaning, said words shall mean and refer to the current awareness of one or more Trust Officers who are located at the Principal Trust Office of the
Trustee or who are otherwise responsible for administering the trusts created under this Indenture 




        Section 7.03.    Individual Rights of Trustee.    The Trustee in its individual or any other capacity may
become the owner or pledgee of Notes and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not Trustee. Any Paying Agent, Registrar,
co-registrar or co-paying agent may do the same with like rights. However, the Trustee must comply with Section 7.10 and Section 7.11 hereof. In addition, the
Trustee shall be permitted to engage in transactions with the Company; provided, however, that if the Trustee acquires any conflicting interest the Trustee must (i) eliminate such conflict
within 90 days of acquiring such conflicting interest, (ii) apply to the Commission for permission to continue acting as Trustee or (iii) resign. 



        Section 7.04.    Trustee's Disclaimer.    The Trustee shall not be responsible for and makes no representation
as to the validity or adequacy of this Indenture or the Notes, shall not be accountable for the Company's use of the proceeds from the Notes, shall not be responsible for the use or application of any
money received by any Paying Agent other than the Trustee and shall not be responsible for any statement of the Company in this Indenture or in any document issued in connection with the sale of the
Notes or in the Notes other than the Trustee's certificate of authentication. 



        Section 7.05.    Notice of Defaults.    If a Default or Event of Default occurs and is continuing and if a
Trust Officer has actual knowledge thereof, the Trustee shall mail to each Noteholder at the address set forth in the Note Register notice of the Default or Event of Default within 90 days
after it occurs. Except in the case of a Default or Event of Default in payment of principal of and premium, if any, or interest on any Note (including payments pursuant to the optional redemption or
required repurchase provisions of such Note, if any), the Trustee may withhold the notice if and so long as the Trustee's Board of Directors or an executive committee thereof or a trust committee of
its directors and/or officers in good faith determines that withholding the notice is in the interests of Noteholders. 



        Section 7.06.    Report by Trustee to Holders.    Within 60 days after each December 15 beginning
with the December 15 following the date of this Indenture, and in any event prior to March 15 in each year, the Trustee shall mail to each Noteholder a brief report dated as of such
December 15 that complies with Trust Indenture Act, Section 313(a), but only if required under such Section. The Trustee also shall comply with Trust Indenture Act,
Section 313(b). The Trustee shall also transmit by mail all reports required by Trust Indenture Act, Section 313(c). 



        Following
the issuance of any Exchange Notes, a copy of each report at the time of its mailing to Noteholders shall be filed with the SEC and each stock exchange (if any) on which the
Notes are listed. The Company agrees to notify promptly the Trustee whenever the Notes become listed on any stock exchange and of any delisting thereof. 


        Section 7.07.    Compensation and Indemnity.    The Company shall pay to the Trustee such compensation for its
acceptance of this Indenture and for its services hereunder as Trustee, Paying Agent, Registrar and in all other capacities in which it is serving hereunder as the Company and the 


35







 



Trustee
shall from time to time agree in writing. The Trustee's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee
upon request for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, costs of preparing and reviewing reports, certificates and other
documents, costs of preparation and mailing of notices to Noteholders and reasonable costs of counsel retained by the Trustee, in addition to the compensation for its services. Such expenses shall
include the reasonable compensation and expenses, disbursements and advances of the Trustee's agents, counsel, accountants and experts. The Company shall indemnify the Trustee, and any predecessor
Trustee and their respective officers, directors, employees, counsel and agents, against any and all loss, liability, damages, claims or expense (including reasonable attorneys' fees and expenses)
incurred by it without negligence or willful misconduct on its part in connection with the administration of this trust or the performance of its duties hereunder, including the costs and expenses of
enforcing this Indenture (including this Section 7.07) and of defending itself against any claims (whether asserted by any Noteholder, the Company or otherwise). The Trustee shall notify the
Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the
claim and the Trustee may have separate counsel and the Company shall pay the fees and expenses of such counsel, provided that the Company shall not be required to pay such fees and expenses if it
assumes the obligation for defending the Trustee, and, in the reasonable judgment of the Trustee, there is no conflict of interest between the Company and the Trustee in connection with such action
and there is no defense that could not be adequately raised if the Company assumes such obligation. The Company need not reimburse any expense or indemnify against any loss, liability or expense
incurred by the Trustee through the Trustee's own willful misconduct, negligence or bad faith. 


        To
secure the Company's payment obligations in this Section 7.07, the Trustee shall have a lien prior to the Notes on all money or property held or collected by the Trustee other
than money or property held in trust to pay principal of and premium, if any, and interest on particular Notes. Such lien shall survive the satisfaction and discharge of this Indenture. The Trustee's
right to receive payment of any amounts due under this Section 7.07 shall not be subordinate to any other liability or Indebtedness of the Company. 


        The
Company's payment obligations pursuant to this Section 7.07 shall survive the discharge of this Indenture. When the Trustee incurs expenses after the occurrence of a Default
specified in Section 6.01(5) hereof with respect to the Company, the expenses are intended to constitute expenses of administration under any bankruptcy law. 


        Section 7.08.    Replacement of Trustee.    The Trustee may resign at any time by so notifying the Company. The
Holders of a majority in principal amount of the Notes may remove the Trustee by so notifying the Trustee and may appoint a successor Trustee. The Company shall remove the Trustee if: 


        (1)   the
Trustee fails to comply with Section 7.10 hereof; 


        (2)   the
Trustee is adjudged bankrupt or insolvent; 


        (3)   a
receiver or other public officer takes charge of the Trustee or its property; or 


        (4)   the
Trustee otherwise becomes incapable of acting. 


        If
the Trustee resigns or is removed by the Company or by the Holders of a majority in principal amount of the Notes and such Holders do not reasonably promptly appoint a successor
Trustee, or if a vacancy exists in the office of the Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Company shall promptly appoint a successor
Trustee. 


        A
successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon the resignation or removal of the retiring Trustee shall
become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to
Noteholders. The retiring 


36







 



Trustee
shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the lien provided for in Section 7.07 hereof. 


        If
a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee or the Holders of 10% in principal amount of the
Notes may petition, at the Company's expense, any court of competent jurisdiction for the appointment of a successor Trustee. 


        If
the Trustee fails to comply with Section 7.10 hereof, any Noteholder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a
successor Trustee. 


        Notwithstanding
the replacement of the Trustee pursuant to this Section 7.08, the Company's obligations under Section 7.07 hereof shall continue for the benefit of the
retiring Trustee. 


        Section 7.09.    Successor Trustee by Merger.    If the Trustee consolidates with, merges or converts into, or
transfers all or substantially all its corporate trust business or assets to, another corporation or banking association, the resulting, surviving or transferee corporation without any further act
shall be the successor Trustee. 


        In
case at the time such successor or successors by merger, conversion, consolidation or transfer of assets to the Trustee shall succeed to the trusts created by this Indenture, any of
the Notes shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor trustee, and deliver such Notes so
authenticated; and in case at that time any of the Notes shall not have been authenticated, any successor to the Trustee may authenticate such Notes either in the name of any predecessor hereunder or
in the name of the successor to the Trustee. 


        Section 7.10.    Eligibility; Disqualification.    The Trustee shall at all times satisfy the requirements of
Trust Indenture Act, Section 310(a). The Trustee shall have a combined capital and surplus of at least U.S. $50,000,000 as set forth in its most recent filed annual report of condition. The
Trustee shall comply with Trust Indenture Act, Section 310(b); provided, however, that there shall be excluded from the operation of Trust Indenture Act, Section 310(b)(1) any indenture
or indentures under which other securities or certificates of interest or participation in other securities of the Company are outstanding if the requirements for such exclusion set forth in Trust
Indenture Act, Section 310(b)(1) are met. 


        Section 7.11.    Preferential Collection of Claims Against Company.    The Trustee shall comply with Trust
Indenture Act, Section 311(a), excluding any creditor relationship listed in Trust Indenture Act, Section 311(b). A Trustee who has resigned or been removed shall be subject to Trust
Indenture Act, Section 311(a) to the extent indicated. 



        Section 7.12.    Trustee's Application for Instruction from the Company.    Any application by the Trustee for
written instructions from the Company may, at the option of the Trustee, set forth in writing any action proposed to be taken or omitted by the Trustee under this Indenture and the date on and/or
after which such action shall be taken or such omission shall be effective. The Trustee shall not be liable for any action taken by, or omission of, the Trustee in accordance with a proposal included
in such application on or after the date specified in such application (which date shall not be less than three Business Days after the date any officer of the Company actually receives such
application, unless any such officer shall have consented in writing to any earlier date) unless prior to taking any such action (or the effective date in the case of an omission), the Trustee shall
have received written instructions in response to such application specifying the action to be taken or omitted. 


 
 

ARTICLE 8
  DISCHARGE OF INDENTURE; DEFEASANCE    
    


        Section 8.01.    Discharge of Liability on Notes; Defeasance.    (a) Subject to Section 8.01(b)
hereof, when (i)(x) the Company delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.09 hereof) for cancellation or (y) all outstanding
Notes not theretofore delivered for cancellation have become due and payable, whether at maturity or upon redemption or will become due and payable within one year or are to be called for redemption
within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the 


37







 

name
and at the expense of the Company and the Company or the Guarantor irrevocably deposits or causes to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders
money in U.S. dollars, non-callable U.S. Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest to pay
and discharge the entire indebtedness on such Notes not theretofore delivered to the Trustee for cancellation for principal and premium, if any, and accrued interest to the date of maturity or
redemption, (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in
a breach or violation of, or constitute a default under, any other instrument to which the Company or the Guarantor is a party or by which the Company or the Guarantor is bound; (iii) the
Company or the Guarantor has paid or caused to be paid all sums payable by it under this Indenture and the Notes; and (iv) the Company has delivered irrevocable instructions to the Trustee
under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be, then the Trustee shall acknowledge satisfaction and discharge
of this Indenture on demand of the Company (accompanied by an Officer's Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and
discharge of this Indenture have been complied with) and at the cost and expense of the Company. 


        (b)   Subject
to Section 8.01(c) and Section 8.02 hereof, the Company at any time may terminate (i) all its obligations under the Notes and this Indenture
("legal defeasance option"), and after giving effect to such legal defeasance, any omission to comply with such obligations shall no longer constitute a
Default or Event of Default or (ii) its obligations under, Section 3.02, Section 3.03, Section 3.04, Section 3.05, Section 3.08 and Section 3.09
hereof, and the Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of
any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document, and the operation of
Section 6.01(3) (only with respect to the covenants terminated pursuant to this Section 8.01(b)(ii)), Section 6.01(4) and Section 6.01(5) hereof, and the events specified
in such Sections shall no longer constitute an Event of Default (clause (ii) being referred to as the "covenant defeasance option"), but except
as specified above, the remainder of this Indenture and the Notes shall be unaffected thereby. The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant
defeasance option. If the Company exercises its covenant defeasance option, the Company may elect to have the Guarantee terminate. 


        If
the Company exercises its legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default, and the Guarantee shall terminate. If the Company
exercises its covenant defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(3) (only with respect to the covenants terminated
pursuant to Section 8.01(b)(ii) above), Section 6.01(4) and Section 6.01(5) hereof. 



        Upon
satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company
terminates. 


        (c)   Notwithstanding
the provisions of Section 8.01(a) and (b) hereof, the Company's obligations in Section 2.02, Section 2.03,
Section 2.04, Section 2.05, Section 2.06, Section 2.09, Section 2.10, Section 2.11, Section 2.12, Section 3.01, Section 3.06,
Section 3.07, Section 3.10, Section 3.11, Section 3.12, Section 3.13, Section 3.14, Section 6.07, Section 7.07, Section 7.08 hereof and
in this Article 8 shall survive until the Notes have been paid in full. Thereafter, the Company's obligations in Section 7.07, Section 8.04 and Section 8.05 hereof shall
survive. 


        Section 8.02.    Conditions to Defeasance.    The Company may exercise its legal defeasance option or its
covenant defeasance option only if: 


        (1)   the
Company irrevocably deposits in trust with the Trustee for the benefit of the Holders money in U.S. dollars or U.S. Government Securities or a combination thereof
for the payment of principal of and premium, if any, and interest on the Notes to maturity or redemption, as the case may be; 


38









  





        (2)   the Company delivers to the Trustee a certificate from a firm of independent accountants expressing their opinion that the payments of principal and interest when due
and without reinvestment on the deposited U.S. Government Securities plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay
principal and interest when due on all the Notes to maturity; 


        (3)   no
Default or Event of Default shall have occurred and be continuing on the date of such deposit or, with respect to certain bankruptcy or insolvency Events of Default,
on the 91st day after such date of deposit; 


        (4)   such
legal defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a Default under, this Indenture or any other material agreement
or instrument to which the Company, the Guarantor or any of its Subsidiaries is a party or by which the Company, the Guarantor or any of its Subsidiaries is bound; 


        (5)   the
Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that (A) the Notes and
(B) assuming no intervening bankruptcy of the Company between the date of deposit and the 91st day following the deposit and that no Holder of the Notes is an insider of the Company, after the
91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' right generally; 


        (6)   the
deposit does not constitute a default under any other agreement binding on the Company; 


        (7)   the
Company delivers to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that the trust resulting from the deposit does
not constitute, or is qualified as, a regulated investment company under the U.S. Investment Company Act of 1940, as amended; 



        (8)   in
the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) in
the United States stating that (i) the Company has received from, or there has been published by, the U.S. Internal Revenue Service a ruling, or (ii) since the date of this Indenture
there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Noteholders will not recognize
income, gain or loss for federal income tax purposes as a result of such defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would
have been the case if such legal defeasance had not occurred; 


        (9)   in
the case of the covenant defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) in
the United States to the effect that the Noteholders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to
federal income tax on the same amount, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; and 


        (10) the
Company delivers to the Trustee an Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of
the Notes and this Indenture as contemplated by this Article 8 have been complied with. 


        Section 8.03.    Application of Trust Money.    The Trustee shall hold in trust money or U.S. Government
Securities deposited with it pursuant to this Article 8. It shall apply the deposited money and the money from U.S. Government Securities through the Paying Agent and in accordance with this
Indenture to the payment of principal of and premium, if any, and interest on the Notes. 



        Section 8.04.    Repayment to Company.    The Trustee and the Paying Agent shall promptly turn over to the
Company upon request any excess money or securities held by them upon payment of all the obligations under this Indenture. 


        Subject
to any applicable abandoned property law, the Trustee and the Paying Agent shall pay to the Company upon request any money held by them for the payment of principal of and
premium, if any, or interest on the Notes that remains unclaimed for two years, and, thereafter, Noteholders entitled to the money must look to the Company for payment as general creditors. 


39







 



        Section 8.05.    Indemnity for U.S. Government Securities.    The Company shall pay and shall indemnify the
Trustee against any tax, fee or other charge imposed on or assessed against deposited U.S. Government Securities or the principal and interest received on such U.S. Government Securities. 


        Section 8.06.    Reinstatement.    If the Trustee or Paying Agent is unable to apply any money or U.S.
Government Securities in accordance with this Article 8 by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, the obligations of the Company under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to this
Article 8 until such time as the Trustee or Paying Agent is permitted to apply all such money or U.S. Government Securities in accordance with this Article 8; provided, however, that, if
the Company has made any payment of interest on or principal of any Notes because of the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Notes to
receive such payment from the money or U.S. Government Securities held by the Trustee or Paying Agent. 


        The
Trustee's rights under this Article 8 shall survive termination of this Indenture and the resignation or removal of the Trustee. 


 
 

ARTICLE 9
  AMENDMENTS    
    


        Section 9.01.    Without Consent of Holders.    The Company, the Guarantor and the Trustee may amend this
Indenture or the Notes without notice to or consent of any Noteholder: 


        (1)   to
cure any ambiguity, omission, defect or inconsistency; 


        (2)   to
comply with Article 4 in respect of the assumption by a Successor Guarantor of an obligation of the Guarantor under this Indenture; 


        (3)   to
provide for uncertificated Notes in addition to or in place of certificated Notes; provided, however, that the uncertificated Notes are issued in registered form for
purposes of Section 163(f) of the Code or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code; 


        (4)   to
add guarantees with respect to the Notes; 


        (5)   to
secure the Notes; 


        (6)   to
add to the covenants of the Company or the Guarantor for the benefit of the Holders or to surrender any right or power herein conferred upon the Company or the
Guarantor; 


        (7)   to
make any change that does not adversely affect the interests of any Noteholder; 


        (8)   to
provide for the issuance of the Exchange Notes, which will have terms substantially identical in all material respects to the Initial Notes (except that the transfer
restrictions contained in the Initial Notes will be modified or eliminated, as appropriate), and which will be treated, together with any outstanding Initial Notes, as a single issue of securities; 


        (9)   to
provide for the issuance of any Subsequent Notes; or 


        (10) to
comply with any requirement of the SEC in connection with the qualification of this Indenture under the Trust Indenture Act. 


        After
an amendment under this Section 9.01 becomes effective, the Company shall mail to Noteholders a notice briefly describing such amendment. The failure to give such notice to
all Noteholders at the address set forth in the Note Register, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01. 


        Section 9.02.    With Consent of Holders.    The Company, the Guarantor and the Trustee may amend this
Indenture or the Notes without notice to any Noteholder but with the written consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including, without
limitation, consents 


40







 



obtained
in connection with a purchase of, or tender offer or exchange offer for, Notes). However, without the consent of each Noteholder affected, an amendment may not: 


        (1)   reduce
the amount of Notes whose Holders must consent to an amendment of this Indenture or the Notes; 



        (2)   reduce
the amount of Notes whose Holders must consent to an amendment of provisions of the Master Trust Transaction Documents pursuant to Section 3.02(f) hereof; 


        (3)   reduce
the stated rate of or extend the stated time for payment of interest on any Note; 


        (4)   reduce
the principal of, or extend the Stated Maturity of, any Note; 


        (5)   reduce
the premium payable upon the redemption of any Note as described above under Article 5 hereof or any similar provision, whether through an amendment to or
waiver of Article 5 hereof, a definition or otherwise; 


        (6)   make
any Note payable in money other than that stated in the Note; 


        (7)   impair
the right of any Holder to receive payment of principal of and premium, if any, and interest on such Holder's Notes on or after the due dates therefor or to
institute suit for the enforcement of any payment on or with respect to such Holder's Notes; 


        (8)   make
any change to the amendment provisions which require each Holder's consent or to the waiver provisions; or 


        (9)   release
the Guarantor or modify the Guarantee other than in accordance with the provisions of this Indenture. 


        It
shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such
consent approves the substance thereof. 


        After
an amendment under this Section 9.02 becomes effective, the Company shall mail to Noteholders a notice briefly describing such amendment. The failure to give such notice to
all Noteholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02. 


        Section 9.03.    Compliance with Trust Indenture Act.    Every amendment to this Indenture or the Notes shall
comply with the Trust Indenture Act as then in effect. 


        Section 9.04.    Revocation and Effect of Consents and Waivers.    A consent to an amendment or a waiver by a
Holder of a Note shall bind the Holder and every subsequent Holder of that Note or portion of the Note that evidences the same debt as the consenting Holder's Note, even if notation of the consent or
waiver is not made on the Note. However, any such Holder or subsequent Holder may revoke the consent or waiver as to such Holder's Note or portion of the Note if the Trustee receives the notice of
revocation before the date the amendment or waiver becomes effective or otherwise in accordance with any related solicitation documents. After an amendment or waiver becomes effective, it shall bind
every Noteholder. An amendment or waiver shall become effective upon receipt by the Trustee of the requisite number of written consents under Section 9.01 or 9.02 hereof, as applicable. 



        The
Company may, but shall not be obligated to, fix a record date for the purpose of determining the Noteholders entitled to give their consent or take any other action described above
or required or permitted to be taken pursuant to this Indenture. If a record date is fixed, then notwithstanding the immediately preceding paragraph, those Persons who were Noteholders at such record
date (or their duly designated proxies), and only those Persons, shall be entitled to give such consent or to revoke any consent previously given or to take any such action, whether or not such
Persons continue to be Holders after such record date. No such consent shall become valid or effective more than 120 days after such record date. 



        Section 9.05.    Notation on or Exchange of Notes.    If an amendment changes the terms of a Note, the Trustee
may require the Holder of the Note to deliver it to the Trustee. The Trustee may place an appropriate notation on the Note regarding the changed terms and return it to the Holder. Alternatively, if
the Company or the Trustee so determines, the Company in exchange for the Note shall issue and the Trustee shall authenticate a new Note that reflects the changed terms. Failure to make the
appropriate notation or to issue a new Note shall not affect the validity of such amendment. 


41







 



        Section 9.06.    Trustee to Sign Amendments.    The Trustee shall sign any amendment authorized pursuant to
this Article 9 if the amendment does not affect the rights, duties, protections, privileges, indemnities, powers, liabilities or immunities of the Trustee. If it does, the Trustee may but need
not sign it. In signing such amendment the Trustee shall be entitled to receive indemnity reasonably satisfactory to it and shall be provided with, and (subject to Sections 7.01 and 7.02 hereof),
shall be fully protected in relying upon an Officer's Certificate and an Opinion of Counsel stating that such amendment is authorized or permitted by this Indenture, that it conforms to the applicable
requirements of the Trust Indenture Act and that such amendment is the legal, valid and binding obligation of the Company and any Guarantors, enforceable against them in accordance with its terms,
subject to customary exceptions and complies with the provisions hereof (including Section 9.03 hereof). 


 
 

ARTICLE 10
  GUARANTEE    
    



        Section 10.01.    Guarantee.    The Guarantor hereby fully, unconditionally and irrevocably guarantees, as
primary obligor and not merely as surety, to each Holder of the Notes and the Trustee the full and punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, of the
principal of and premium, if any, and interest on the Notes and all other obligations of the Company under this Indenture, including, without limitation, the obligations of the Company under
Section 7.07 hereof (all the foregoing being hereinafter collectively called the "Obligations"). The Guarantor further agrees (to the extent
permitted by law) that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from it, and that it will remain bound under this Article 10
notwithstanding any extension or renewal of any Obligation. 


        The
Guarantor waives presentation to, demand of payment from and protest to the Company of any of the Obligations and also waives notice of protest for nonpayment. The Guarantor waives
notice of any default under the Notes or the Obligations. The obligations of the Guarantor hereunder shall not be affected by (a) the failure of the Trustee or any Holder to assert any claim or
demand or to enforce any right or remedy against the Company or any other person under this Indenture, the Notes or any other agreement or otherwise; (b) any extension or renewal of any
thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (d) the release of any security held
by any Holder or the Trustee for the Obligations or any of them; or (e) any change in the ownership of the Company. 


        The
Guarantor further agrees that the Guarantee herein constitutes a guarantee of payment when due (and not a guarantee of collection) and waives any right to require that any resort be
had by any Holder or the Trustee to any security held for payment of the Obligations. 


        The
obligations of the Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Obligations in full),
including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the
invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of the Guarantor herein shall not be discharged or
impaired or otherwise affected by the failure of any Holder to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification
of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or thing or omission or delay to do any other act or thing which may
or might in any manner or to any extent vary the risk of the Guarantor or would otherwise operate as a discharge of the Guarantor as a matter of law or equity. 



        The
Guarantor further agrees that the Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of
and premium, if any, or interest on any of the Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Company or otherwise. 


        In
furtherance of the foregoing and not in limitation of any other right which any Holder has at law or in equity against the Guarantor by virtue hereof, upon the failure of the Company
to pay any of the Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, the Guarantor hereby promises to and will, upon receipt of
written demand by the Trustee, 


42







 



forthwith
pay, or cause to be paid, in cash, to the Holders an amount equal to the sum of (i) the unpaid amount of such Obligations then due and owing and (ii) accrued and unpaid
interest on such Obligations then due and owing (but only to the extent not prohibited by law). 


        The
Guarantor further agrees that, as between the Guarantor, on the one hand, and the Holders, on the other hand, (x) the maturity of the Obligations guaranteed hereby may be
accelerated as provided in this Indenture for the purposes of the Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations
guaranteed hereby and (y) in the event of any such declaration of acceleration of such Obligations, such Obligations (whether or not due and payable) shall forthwith become due and payable by
the Guarantor for the purposes of this Guarantee. 


        The
Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys' fees) incurred by the Trustee or the Holders in enforcing any rights under
this Section. 


        Section 10.02.    No Subrogation.    Notwithstanding any payment or payments made by the Guarantor hereunder,
the Guarantor shall not be entitled to be subrogated to any of the rights of the Trustee or any Holder against the Company or any collateral security or guarantee or right of offset held by the
Trustee or any
Holder for the payment of the Obligations, nor shall the Guarantor seek or be entitled to seek any contribution or reimbursement from the Company in respect of payments made by the Guarantor
hereunder, until all amounts owing to the Trustee and the Holders, as well as the holders of any other Permitted Indebtedness, by the Company on account of the Obligations are paid in full. If any
amount shall be paid to the Guarantor on account of such subrogation rights at any time when all of the Obligations shall not have been paid in full, such amount shall be held by the Guarantor in
trust for the Trustee and the Holders, segregated from other funds of the Guarantor, and shall, forthwith upon receipt by the Guarantor, be turned over to the Trustee in the exact form received by the
Guarantor (duly indorsed by the Guarantor to the Trustee, if required), to be applied against the Obligations. 


        Section 10.03.    Consideration.    The Guarantor has received, or will receive, direct or indirect benefits
from the making of the Guarantee. 


        Section 10.04.    Additional Amounts.    In the event that payments are made by the Guarantor pursuant to its
obligations under this Article, the Guarantor will pay to the Holder of any Note additional amounts as may be necessary so that every net payment made by the Guarantor of the principal of and premium,
if any, and interest on such Note, after deducting or withholding for or on account of any present or future tax, duty, fee, assessment or other governmental charge duly imposed by, and payable by
that Holder to, Bermuda, will not be less than the amount provided in that Note to be then due and payable. The Guarantor will not be required, however, to make any payment of additional amount for or
on account of any such tax imposed by reason of the Holder having some connection with any such jurisdiction other than its participation as Holder. 


 
 

ARTICLE 11
  MISCELLANEOUS    
    


        Section 11.01.    Trust Indenture Act Controls.    If any provision of this Indenture limits, qualifies or
conflicts with another provision which is required to be included in this Indenture by the Trust Indenture Act, the provision required by the Trust Indenture Act shall control. The Guarantor in
addition to performing its obligations under the Guarantee shall perform such other obligations as may be imposed upon it with respect to this Indenture under the Trust Indenture Act. 


43







 

        Section 11.02.    Notices.    Any notice or communication shall be in writing and (a) delivered in
person, (b) sent by a recognized overnight delivery service (with charges prepaid), or (c) sent by telecopy if the sender on the same day sends a confirming copy of such notice by a
recognized overnight delivery service (charges prepaid), addressed as follows: 





If
to the Company: 


Bunge
Limited Finance Corp.

11720 Borman Drive

St. Louis, Missouri 63146

Attention:  Francis X. Marchiony

Telephone:  (314) 292-6538

Telecopy:    (314) 292-6530 



with
a copy to: 


Carey
Dubois

Telecopy: (914) 684-3283 


If
to the Guarantor: 


Bunge
Limited

50 Main Street

White Plains, New York 10606

Attention: Morris M. Kalef / Carey Dubois

Telephone:  (914) 684-3440/(914) 684-3365

Telecopy:    (914) 684-3283 


if
to the Trustee: 


SunTrust
Bank

25 Park Place

24th Floor

Atlanta, Georgia 30303-2900

Attention: Kelly Mathis, Corporate Trust Department

Telephone:  (404) 588-7063

Telecopy:    (404) 588-7335 






        The
Company or the Trustee by notice to the other may designate additional or different addresses for subsequent notices or communications. 


        Any
notice or communication mailed to a registered Noteholder shall be mailed to the Noteholder at the Noteholder's address as it appears on the registration books of the Registrar and
shall be sufficiently given if so mailed within the time prescribed. 


        Failure
to mail a notice or communication to a Noteholder or any defect in it shall not affect its sufficiency with respect to other Noteholders. If a notice or communication is sent in
the manner provided above, it is duly given, whether or not the addressee receives it, except that notices to the Trustee shall be effective only upon receipt. 


        Section 11.03.    Communication by Holders with Other Holders.    Noteholders may communicate pursuant to Trust
Indenture Act, Section 312(b) with other Noteholders with respect to their rights under this Indenture or the Notes. The Company, the Trustee, the Registrar and anyone else shall have the
protection of Trust Indenture Act, Section 312(c). 


        Section 11.04.    Certificate and Opinion as to Conditions Precedent.    Upon any request or application by the
Company to the Trustee to take or refrain from taking any action under this Indenture, the Company shall furnish to the Trustee: 


        (1)   an
Officer's Certificate in form and substance reasonably satisfactory to the Trustee stating that, in the opinion of the signer, all conditions precedent, if any,
provided for in this Indenture relating to the proposed action have been complied with; and 


44







 



        (2)   an
Opinion of Counsel in form and substance reasonably satisfactory to the Trustee stating that, in the opinion of such counsel, all such conditions precedent have been
complied with. 


        Section 11.05.    Statements Required in Certificate or Opinion.    Each certificate or opinion with respect to
compliance with a covenant or condition provided for in this Indenture shall include: 


        (1)   a
statement that the individual making such certificate or opinion has read such covenant or condition; 



        (2)   a
brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are
based; 


        (3)   a
statement that, in the opinion of such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to
whether or not such covenant or condition has been complied with; and 


        (4)   a
statement as to whether or not, in the opinion of such individual, such covenant or condition has been complied with. 



        In
giving such Opinion of Counsel, counsel may rely as to factual matters on an Officer's Certificate or on certificates of public officials. 


        Section 11.06.    When Notes Disregarded.    In determining whether the Holders of the required principal
amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Company or by an Affiliate of the Company shall be disregarded and deemed not to be outstanding, except that, for
the purpose of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes which a Trust Officer of the Trustee actually knows are so owned shall
be so disregarded. Also, subject to the foregoing, only Notes outstanding at the time shall be considered in any such determination. 


        Section 11.07.    Rules by Trustee, Paying Agent and Registrar.    The Trustee may make reasonable rules for
action by, or a meeting of, Noteholders. The Registrar and the Paying Agent may make reasonable rules for their functions. 


45









   
        Section 11.08.    Legal Holidays.    A "Legal Holiday" is a Saturday, a Sunday or other day on which
commercial
banking institutions are authorized or required to be closed in New York, New York or Hamilton, Bermuda. If a payment date is a Legal Holiday, payment shall be made on the next succeeding day that is
not a Legal Holiday, and no interest shall accrue for the intervening period. If a regular record date is a Legal Holiday, the record date shall not be affected. 



        Section 11.09.    GOVERNING LAW.    THIS INDENTURE AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 


        Section 11.10.    No Recourse Against Others.    An incorporator, director, officer, employee, affiliate or
stockholder of the Company or the Guarantor, solely by reason of this status, shall not have any liability for any obligations of the Company under the Notes, this Indenture or the Guarantee or for
any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Note, each Noteholder shall waive and release all such liability. The waiver and release shall be
part of the consideration for the issue of the Notes. 


        Section 11.11.    Successors.    All agreements of the Company in this Indenture and the Notes shall bind their
respective successors. All agreements of the Trustee in this Indenture shall bind its successors. 


        Section 11.12.    Consent to Jurisdiction.    The Guarantor irrevocably submits to the jurisdiction of any New
York state or U.S. federal court sitting in the Borough of Manhattan, The City of New York, in any action or proceeding relating to its obligations, liabilities or any other matter arising out of or
in connection with this Indenture or the Notes. The Guarantor hereby irrevocably agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York state
or U.S. federal court. The Guarantor also hereby irrevocably waives, to the fullest extent permitted by law, any objection to venue or the defense of an inconvenient forum to the maintenance of any
such action or proceeding in any such court. 


        Section 11.13.    Appointment for Agent for Service of Process.    The Guarantor hereby (i) irrevocably
designates and appoints its Chief Financial Officer (from time to time) at its principal executive offices at 50 Main Street, White Plains, New York 10606 (the "Authorized
Agent"), as its agent upon which process may be served in any suit, action or proceeding described in the first sentence of Section 11.12 hereof and represents and
warrants that the Authorized Agent has accepted such designation and (ii) agrees that service of process upon the Authorized Agent and written notice of said service to the Guarantor mailed or
delivered to its Secretary at its registered office at 2 Church Street, Hamilton, Bermuda, shall be deemed in every respect effective service of process upon the Guarantor in any such suit or
proceeding. The Guarantor further agrees to take
any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Authorized Agent in full
force and effect so long as any of the Notes shall be outstanding. 


        Section 11.14.    Waiver of Immunities.    To the extent that the Guarantor or any of its properties, assets or
revenues may have or may hereafter become entitled to, or have attributed to them, any right of immunity, on the grounds of sovereignty, from any legal action, suit or proceeding, from
set-off or counterclaim, from the jurisdiction of any court, from service of process, from attachment upon or prior to judgment, or from attachment in aid of execution of judgment, or from
execution of judgment, or other legal process or proceeding for the giving of any relief or for the enforcement of any judgment, in any jurisdiction in which proceedings may at any time be commenced,
with respect to its obligations, liabilities or any other matter under or arising out of or in connection with this Indenture or the Notes, the Guarantor hereby irrevocably and unconditionally, to the
extent permitted by applicable law, waives and agrees not to plead or claim any such immunity and consents to such relief and enforcement. 


46







 

        Section 11.15.    Foreign Taxes.    Any payments by the Guarantor to the Trustee or the Noteholders hereunder
shall be made free and clear of, and without deduction or withholding for or on account of, any and all present and future income, stamp or other taxes, levies, imposts, duties, charges, fees,
deductions or withholdings, now or hereinafter imposed, levied, collected, withheld or assessed by Bermuda or any other foreign jurisdiction in which the Guarantor or any Subsidiary has an office from
which payment is made or deemed to be made, excluding any such tax imposed by reason of the Trustee or any Noteholder having some connection with any such jurisdiction other than its participation as
the Trustee or Noteholder under the Indenture (all such taxes, "Foreign Taxes"). If the Guarantor is prevented by operation of law or otherwise from
paying, causing to be paid or remitting that portion of amounts payable hereunder represented by Foreign Taxes withheld or deducted, then amounts payable under this Indenture shall, to the extent
permitted by law, be increased to such amount as is necessary to yield and remit to the Trustee and the Noteholders an amount which, after deduction of all Foreign Taxes (including all Foreign Taxes
payable on such increased payments) equals the amount that would have been payable if no Foreign Taxes applied. 


        Section 11.16.    Judgment Currency.    If for the purposes of obtaining judgment in any court it is necessary
to convert a sum due hereunder into any currency other than U.S. dollars, the parties hereto agree, to the fullest extent permitted by law, that the rate of exchange used shall be the rate at which in
accordance with normal banking procedures the Trustee or any Holder, as the case may be, could purchase U.S. dollars with such other currency in New York City on the Business Day preceding that on
which final judgment is given. The obligation of the Guarantor with respect to any sum due from it to the Trustee or any Holder shall, notwithstanding any judgment in a currency other than U.S.
dollars, be discharged only if and to the extent that on the first Business Day following receipt by the Trustee or such Holder, as the case may be, of any sum adjudged to be so due in such other
currency, the Trustee or such Holder may in accordance with normal banking procedures purchase U.S. dollars with such other currency. If the U.S. dollars so purchased are less than the sum originally
due to the Trustee or such Holder hereunder, the Guarantor agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Trustee or such Holder against such loss. If the
U.S. dollars so purchased are greater than the sum originally due to the Trustee or such Holder hereunder, the Trustee or such Holder, as the case may be, agrees to pay to the Guarantor an amount
equal to the excess of the U.S. dollars so purchased over the sum originally due to the Trustee or such Holder hereunder. 


        Section 11.17.    No Bankruptcy Petition Against the Borrower; Liability of the Borrower.    Each of the
Noteholders and the Trustee hereby covenants and agrees that, prior to the date which is one year and one day after the payment in full of the last maturing Note and all other Indebtedness of the
Company ranking equal with or junior to the Notes in right of payment, it will not institute against, or join with or assist any other Person in instituting against, the Company, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any applicable insolvency laws. 


        Notwithstanding
any other provision hereof, the sole remedy of any Noteholder, the Trustee or any other Person against the Company in respect of any obligation, covenant, representation,
warranty or agreement of the Company under or related to this Indenture or the Notes shall be against the assets of the Company. Neither the Trustee, nor any Noteholder nor any other Person shall have
any claim against the Company to the extent that such assets are insufficient to meet such obligations, covenant, representation, warranty or agreement (the difference being referred to herein as a
"shortfall") and all claims in respect of the shortfall shall be extinguished; provided, however, that the provisions of this Section 11.17 apply
solely to the obligations of the Company and shall not extinguish such shortfall or otherwise restrict such Person's rights or remedies against the Guarantor for purposes of the obligations of the
Guarantor to any Person under the Guarantee. 


        The
provisions of this Section 11.17 shall survive the termination of this Indenture and the resignation or removal of the Trustee. 


        Section 11.18.    Multiple Originals.    The parties may sign any number of copies of this Indenture. Each
signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Indenture. 


        Section 11.19.    Qualification of Indenture.    The Company shall qualify this Indenture under the Trust
Indenture Act in accordance with the terms and conditions of the Exchange and Registration Rights Agreement and shall pay all reasonable costs and expenses (including attorneys' fees and expenses for
the Company, the Trustee and the Holders) incurred in connection therewith, including, but not limited to, costs 


47







 



and
expenses of qualification of this Indenture and the Notes and printing this Indenture and the Notes. The Trustee shall be entitled to receive from the Company any such Officer's Certificates,
Opinions of Counsel or other documentation as it may reasonably request in connection with any such qualification of this Indenture under the Trust Indenture Act. 


        Section 11.20.    Table of Contents; Headings.    The table of contents, cross-reference sheet and headings of
the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or
provisions hereof. 


        IN
WITNESS WHEREOF, the parties have caused this Indenture to be duly executed as of the date first written above. 



	 	 	BUNGE LIMITED FINANCE CORP., as Issuer
	

 	
 	

By:	
 	

/s/  MORRIS KALEF      

	 	 	 	 	Name: Morris Kalef
	 	 	 	 	Title: President
	

 	
 	

BUNGE LIMITED, as Guarantor
	

 	
 	

By:	
 	

/s/  MORRIS KALEF      

	 	 	 	 	Name: Morris Kalef
	 	 	 	 	Title: Treasurer
	

 	
 	

By:	
 	

/s/  T.K. CHOPRA      

	 	 	 	 	Name: T.K. Chopra
	 	 	 	 	Title: Controller
	

 	
 	

SUNTRUST BANK, as Trustee
	

 	
 	

By:	
 	

/s/  KELLY R. MATHIS      

	 	 	 	 	Name: Kelly R. Mathis
	 	 	 	 	Title: Trust Officer




48








  



 
 

EXHIBIT A    
    


[FORM OF FACE OF INITIAL NOTE AND SUBSEQUENT NOTE]

[Depository Legend, if applicable]

[Applicable Restricted Notes Legend]  



	No. [    ]	 	Principal Amount U.S. $[                        ], as revised by the Schedule of Increases and
Decreases in Global Note attached hereto
	

CUSIP NO.	

    
	

 
	ISIN:	    
	 
	

5.350% Senior Notes Due 2014





        Bunge
Limited Finance Corp., a Delaware corporation, promises to pay to [                        ], or registered assigns, the principal
sum of
$[                        ] U.S. Dollars, as revised by the Schedule of Increases and Decreases in Global Note attached hereto, on
April 15, 2014. 



Interest
Payment Dates: April 15 and October 15

Record Dates: April 1 and October 1 




        Additional
provisions of this Note are set forth on the reverse side hereof. 


A-1







 

        IN
WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal. 



	 	 	BUNGE LIMITED FINANCE CORP.
	

 	
 	

By:	
 	

    

	 	 	 	 	Name:
	 	 	 	 	Title:
	

 	
 	

[SEAL]





	TRUSTEE'S CERTIFICATE OF AUTHENTICATION	 	 
	

SUNTRUST BANK,

as Trustee, certifies that this is one of the Notes referred to in the Indenture.	
 	

 
	

By:	
 	

    
 Authorized Signatory	
 	

 
	

Date:                        , 2004	
 	

 




A-2







 
[FORM OF REVERSE SIDE OF

INITIAL NOTE AND SUBSEQUENT NOTE]  


5.350%
Senior Note Due 2014 


        1.    General    



        Bunge
Limited Finance Corp., a Delaware corporation (such corporation, and its successors and assigns under the Indenture hereinafter referred to, being herein called the
"Company"), issued the Notes under an Indenture, dated as of April 13, 2004, among the Company, the Guarantor and the Trustee (as
such Indenture may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"). The terms of the Notes include
those stated in the Indenture and those made part of the Indenture by reference to the U.S. Trust Indenture Act of 1939 as in effect on the date of the Indenture (the "Trust
Indenture Act"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and
Noteholders are referred to the Indenture and the Trust Indenture Act for a statement of those terms. 


        The
Notes are general unsecured senior obligations of the Company, including (a) U.S. $500,000,000 in aggregate principal amount of Notes being offered on the Issue Date (subject
to Section 2.09 of the Indenture) and (b) any Subsequent Notes. The Notes rank equally with all other unsecured and unsubordinated indebtedness of the Company. This Note is one of the
[Initial] [Subsequent] Notes referred to in the Indenture. 


        The
Company may from time to time, without the consent of existing Holders, create and issue Subsequent Notes having the same terms and conditions as the Initial Notes in all respects,
except for the Issue Date, issue price and first payment of interest thereon. Subsequent Notes issued in this manner will be consolidated with and will form a single class with the previously
outstanding Notes. 


        The
Initial Notes, any Subsequent Notes and the Exchange Notes will be treated as a single class of securities under the Indenture. The Indenture includes various covenants that limit
the ability of the Company, among other things, to engage in any business or transaction, acquire assets or subsidiaries, incur Indebtedness or Liens or enter into any consolidations, mergers,
amalgamations or sales of assets. In addition, the Indenture imposes certain limitations on, among other things, (i) the incurrence of Liens by the Guarantor or any Restricted Subsidiary,
(ii) Sale-Leaseback Transactions by the Guarantor or any Restricted Subsidiary and (iii) consolidations, mergers, amalgamations and sales of assets of the Guarantor or any
Subsidiary. 


        To
guarantee the due and punctual payment of the principal of and premium, if any, and interest on the Notes and all other amounts payable by the Company under the Indenture and the
Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantor has unconditionally
guaranteed such obligations pursuant to the terms of the Indenture. The Guarantee is an unsecured and unsubordinated obligation of the Guarantor and ranks equally with all other unsecured and
unsubordinated indebtedness and obligations of the Guarantor. 


        2.    Interest    


        The
Company promises to pay interest on the principal amount of this Note at the rate per annum shown above. 


        The
Company will pay interest semi-annually on April 15 and October 15 of each year commencing October 15, 2004. Interest on the Notes will accrue from
the most recent date to which interest has been paid on the Notes or, if no interest has been paid, from April 13, 2004. The Company shall pay interest on overdue principal or premium, if any,
plus interest on such interest to the extent 


A-3







 

lawful,
at the rate borne by the Notes to the extent lawful. Interest will be computed on the basis of a 360-day year of twelve 30-day months. 


        3.    Method of Payment    



        By
at least 10:00 a.m. (New York City time) on the date on which any principal of and premium, if any, or interest on any Note is due and payable, the Company shall irrevocably
deposit with the Trustee or the Paying Agent money sufficient to pay such principal, premium, if any, and/or interest. The Company will pay interest (except Defaulted Interest) to the Persons who are
registered Holders of Notes at the close of business on the April 1 or October 1 next preceding the interest payment date even if Notes are cancelled, repurchased or redeemed after the
record date and on or before the interest payment date. Holders must surrender Notes to a Paying Agent to collect principal payments. The Company will pay principal, premium, if any, and interest in
money of the United States that at the time of payment is legal tender for payment of public and private debts. Except as described in the succeeding two sentences, the principal of and premium, if
any, and interest on the Notes shall be payable at the office or agency of the Company maintained for such purpose in The City of New York, or at such other office or agency of the Company as may be
maintained for such purpose pursuant to Section 2.03 of the Indenture; provided, however, that, at the option of the Company, each installment of
interest may be paid by check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Note Register. Payments in respect of Notes represented by a Global Note
(including principal, premium, if any, and interest) will be made by wire transfer of immediately available funds to the account specified by The Depository Trust Company. Payments in respect of Notes
represented by Definitive Notes (including principal, premium, if any, and interest) held by a Holder of at least U.S. $1,000,000 aggregate principal amount of Notes will be made by wire transfer to a
U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect
designating such account no later than 15 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion). 


        4.    Paying Agent and Registrar    



        Initially,
SunTrust Bank (the "Trustee"), will act as Trustee, Paying Agent and Registrar. The Company may appoint and change any Paying
Agent, Registrar or co-registrar without notice to any Noteholder. The Company, the Guarantor or any Subsidiary may act as Paying Agent, Registrar or co-registrar. 


        5.    Optional Redemption by the Company    


        The
Notes will be redeemable at the option of the Company, in whole at any time or in part from time to time, on at least 30 days but not more than 60 days' prior notice
mailed to the registered address of each Holder of Notes to be so redeemed, at a redemption price equal to (a) the greater of (i) 100% of their principal amount to be redeemed or
(ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon from the date of redemption to the date of maturity (except for currently accrued but
unpaid interest) discounted to the date of redemption, on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), at the applicable
Treasury Yield (as defined below), plus 20 basis points (such greater amount, the "Redemption Price"), plus (b) accrued and unpaid interest, if
any, to the date of redemption. 


        For
purposes of determining the Redemption Price, the following definitions are applicable: 



        "Comparable Treasury Issue" means the United States Treasury security selected by an Independent Investment Banker as having a maturity
comparable to the remaining term of the Notes that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities
of comparable maturity to the remaining term of such Notes. 


A-4







 



        "Comparable Treasury Price" means, with respect to any redemption date, (a) the bid price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) at 4:00 P.M. on the third business day preceding such redemption date, as set forth on "Telerate Page 500" (or such other page as may replace
Telerate Page 500), or (b) if such page (or any successor page) is not displayed or does not contain such bid prices at such time (i) the average of the Reference Treasury Dealer
Quotations or (ii) if the Trustee is unable to obtain at least four such Reference Treasury Dealers Quotations, the average of all Reference Treasury Dealer Quotations obtained by the Trustee. 



        "Independent Investment Banker" means any of Citigroup Global Markets Inc., J.P. Morgan Securities Inc. or Morgan
Stanley & Co. Incorporated, or, if all such firms are unwilling or unable to select the applicable Comparable Treasury Issue, an independent investment banking institution of national standing
appointed by the Trustee and reasonably acceptable to the Company. 


        "Reference Treasury Dealer" means Citigroup Global Markets Inc., J.P. Morgan Securities Inc. and Morgan Stanley & Co.
Incorporated, and two other primary U.S. Government securities dealer in New
York City selected by the Independent Investment Banker (each, a "Primary Treasury Dealer"); provided however, that if any of the foregoing shall cease
to be a Primary Treasury Dealer, the Company will substitute another Primary Treasury Dealer. 


        "Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date for the Notes, an
average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue for the Notes (expressed in each case as a percentage of its principal amount) quoted in writing to
the Trustee by such Reference Treasury Dealer at 5:00 p.m. on the third business day preceding such redemption date. 



        "Treasury Yield" means, with respect to any redemption date applicable to the Notes, the rate per annum equal to the
semi-annual equivalent yield to maturity (computed as of the third business day immediately preceding such redemption date) of the Comparable Treasury Issue, assuming a price for the
Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the applicable Comparable Treasury Price for such redemption date. 


        In
the case of any partial redemption, selection of the Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities
exchange, if any, on which the Notes are listed or, if the Notes are not listed, then on a pro rata basis, by lot or by such other method as the Trustee in its sole discretion shall deem to be fair
and appropriate, although no Notes of U.S.$1,000 in original principal amount or less will be redeemed in part. If any Note is to be redeemed in part only, the notice of redemption relating to such
Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof
upon cancellation of the original Note. On and after the redemption date, interest will cease to accrue on Notes or portions thereof called for redemption as long as the Company has deposited with the
Paying Agent funds in satisfaction of the applicable Redemption Price pursuant to the Indenture. 


        6.    Additional Amounts    


        The
Guarantor will, subject to certain limitations set forth in the Indenture, pay to the Holder of any Note additional amounts as necessary so that every net payment made by the
Guarantor of principal of and premium, if any, and interest on such Note, after deducting or withholding for or on account of any present or future tax, duty, fee, assessment or other governmental
charge imposed on that holder by Bermuda or any other foreign jurisdiction, will not be less than the amount provided in the Note to be then due and payable. 


A-5







 



        7.    Denominations; Transfer; Exchange    


        The
Notes are in registered form without coupons in denominations of principal amount of U.S.$1,000 and whole multiples of U.S.$1,000. A Holder may transfer or exchange Notes in
accordance with the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements or transfer documents and to pay any taxes and fees required by law or
permitted by the Indenture. The Registrar need not register the transfer of or exchange (i) any Notes selected for redemption (except, in the case of a Note to be redeemed in part, the portion
of the Note not to be redeemed) for a period beginning 15 days before the mailing of a notice of Notes to be redeemed and ending on the date of such mailing or (ii) any Notes for a
period beginning 15 days before an interest payment date and ending on such interest payment date. 


        8.    Persons Deemed Owners    


        The
registered Holder of this Note may be treated as the owner of it for all purposes. 


        9.    Unclaimed Money    


        If
money for the payment of principal or interest remains unclaimed for two years, the Trustee or Paying Agent shall pay the money back to the Company at its request unless an abandoned
property law designates another Person. After any such payment, Holders entitled to the money must look only to the Company and not to the Trustee for payment. 


        10.    Defeasance    



        Subject
to certain conditions set forth in the Indenture, the Company at any time may terminate some or all of its obligations under the Notes and the Indenture if the Company deposits
with the Trustee money or U.S. Government Securities for the payment of principal and interest on the Notes to redemption or maturity, as the case may be. 


        11.    Amendment, Waiver    


        The
Indenture or the Notes may be amended with the written consent of the Holders of at least a majority in principal amount of the then outstanding Notes;  provided, however, that the consent of each Noteholder affected is required to (i) reduce the
amount of Notes whose Holders must consent to an amendment of the Indenture, the Notes or specified provisions of the Master Trust Transaction
Documents, (ii) reduce the stated rate or extend the stated time for payment of interest on a Note, (iii) reduce the principal of or extend the Stated Maturity of a Note,
(iv) reduce the premium payable upon redemption of a Note, (v) make any Note payable in money other than that stated herein, (vi) impair the right of a Holder to receive payment
under the Note or institute suit for the enforcement of such payment, (vii) make any change to the amendment provisions which require each Holder's consent or the waiver provisions, or
(viii) release the Guarantor or modify the Guarantee. 


        Subject
to certain exceptions set forth in the Indenture, without the consent of any Noteholder, the Company and the Trustee may amend the Indenture or the Notes to cure any ambiguity,
omission, defect or inconsistency, or to comply with Article 4 of the Indenture, or to provide for uncertificated Notes in addition to or in place of certificated Notes, or to add guarantees
with respect to the Notes, or to secure the Notes, or to add additional covenants of the Company, the Guarantor or any Subsidiary, or surrender rights and powers conferred on the Company, the
Guarantor or any Subsidiary, issue Subsequent Notes, or to comply with any requirement of the SEC in connection with qualifying the Indenture under the Trust Indenture Act, or to make any change that
does not adversely affect the rights of any Noteholder, or to provide for the issuance of Exchange Notes. 


        Subject
to certain exceptions set forth in the Indenture, any default (other than with respect to nonpayment or in respect of a provision that cannot be amended without the written
consent of each 


A-6







 



Noteholder
affected) or noncompliance with any provision may be waived with the written consent of the Holders of a majority in principal amount of the then outstanding Notes. 


        12.    Defaults and Remedies    


        Under
the Indenture, Events of Default include (1) default for 30 days in payment of interest or additional interest when due on the Notes; (2) default in payment of
principal of or premium, if any, on the Notes at Stated Maturity, upon optional redemption, upon declaration or otherwise; (3) the failure by the Company or the Guarantor to comply for
60 days after written notice with its other agreements contained in the Indenture or under the Notes (other than those referred to in (1) or (2) above); (4) the failure of
the Company, the Guarantor or any Subsidiary (a) to pay the principal of any indebtedness for borrowed money, including obligations evidenced by any mortgage, indenture, bond, debenture, note,
guarantee or other similar instruments, on the scheduled or original date due; (b) to pay interest on any such indebtedness beyond any provided grace period; or (c) to observe or perform
any agreement or condition relating to such indebtedness, the effect of which is to cause such indebtedness to become due prior to its stated maturity and such acceleration has not been cured within
15 days after notice of acceleration; provided that an event described in clause (a), (b) or (c) above shall not constitute
an Event of Default unless, at such time, one or more events of the type described in clauses (a), (b) or (c) shall have occurred or be continuing with respect to indebtedness in an
amount exceeding U.S. $50,000,000; or (5) certain events of bankruptcy, insolvency or reorganization of the Company, the Guarantor, a Designated Obligor or any Material Subsidiary (the
"bankruptcy events"). However, a
default under clause (3) will not constitute an Event of Default until the Trustee or the Holders of at least 25% in principal amount of the outstanding Notes notify the Company or the
Guarantor, as the case may be, of the default and the Company or the Guarantor, as the case may be, does not cure such default within the time specified in clause (3) hereof after receipt of
such notice. 


        If
an Event of Default other than a bankruptcy event occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Notes may declare all the Notes by
written notice to the Company to be due and payable immediately. If an Event of Default in connection with a bankruptcy event occurs and is continuing, the principal amount of the Notes, the premium,
if any, and all accrued and unpaid interest shall be immediately due and payable without any action or other act on the part of the Trustee or the Holders. 


        Noteholders
may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives reasonable
indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold
from Noteholders notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of principal or interest) if it determines that withholding notice is in their
interest. 


        13.    Trustee Dealings with the Company    


        Subject
to certain limitations set forth in the Indenture, the Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Notes and may
otherwise deal with and collect obligations owed to it by the Company or its Affiliates and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not
Trustee. 


        14.    No Recourse Against Others    


        An
incorporator, director, officer, employee, affiliate or stockholder, of each of the Company, or the Guarantor, solely by reason of this status, shall not have any liability for any
obligations of the Company under the Notes, the Indenture or the Guarantee or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Note, each
Noteholder waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Notes. 


A-7







 



        15.    No Petition    



        By
its acquisition of this Note, each Holder hereof agrees that neither it nor the Trustee on its behalf may commence, or join with any other person in the commencement of, a bankruptcy,
reorganization, arrangement, insolvency or liquidation proceeding with respect to the Company under any applicable insolvency laws until one year and one date after the Notes and all other
Indebtedness of the Company ranking equal with or junior to the Notes in right of payment, including all interest and premium thereon, if any, are paid in full. 


        16.    Authentication    



        This
Note shall not be valid until an authorized signatory of the Trustee (or an authenticating agent acting on its behalf) manually signs the certificate of authentication appearing on
this Note. 


        17.    Abbreviations    


        Customary
abbreviations may be used in the name of a Noteholder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entirety), JT TEN (=joint tenants with
rights of survivorship and not as tenants in common), CUST (=custodian) and U/G/M/A (=Uniform Gift to Minors Act). 


        18.    CUSIP Numbers    


        Pursuant
to a recommendation promulgated by the Committee on Uniform Security Identification Procedures the Company has caused CUSIP numbers to be printed on the Notes and has directed
the Trustee to use CUSIP numbers in notices of redemption as a convenience to Noteholders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained
in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. 


        19.    Governing Law    


        This
Note shall be governed by, and construed in accordance with, the laws of the State of New York. 


        The
Company will furnish to any Noteholder upon written request and without charge to the Noteholder a copy of the Indenture. Requests may be made to: 




Bunge
Limited Finance Corp.

11720 Borman Drive

St. Louis, Missouri 63146

Attention: Francis X. Marchiony, Treasurer 




A-8












   ASSIGNMENT FORM 



	To assign this Note, fill in the form below:
	

I or we assign and transfer this Note to
	

(Print or type assignee's name, address and zip code)









 



	
(Insert assignee's soc. sec. or tax I.D. No.)






and
irrevocably appoint                        agent to transfer this Note on the books of the

Company. The agent may substitute another to act for him. 









 



	Date:	 	 	 	Your Signature:	 	 
	 	 	
	 	 	 	









 



	Signature Guarantee:	 	 
	 	 	
(Signature must be guaranteed)








 



	
 Sign exactly as your name appears on the other side of this Note.





The
signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee
medallion program), pursuant to S.E.C. Rule 17Ad-15. 


In
connection with any transfer or exchange of any of the Notes evidenced by this certificate occurring prior to the date that is two years after the later of the date of original issuance of such
Notes and the last date, if any, on which such Notes were owned by the Company or any Affiliate of the Company, the undersigned confirms that such Notes are being: 


CHECK
ONE BOX BELOW: 



	o	 	1	 	acquired for the undersigned's own account, without transfer; or
	

o	
 	

2	
 	

transferred to the Company; or
	

o	
 	

3	
 	

transferred pursuant to and in compliance with Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"); or
	

o	
 	

4	
 	

transferred pursuant to an effective registration statement under the Securities Act; or
	 	 	 	 	 





A-9







 

	

o	
 	

5	
 	

transferred pursuant to and in compliance with Regulation S under the Securities Act; or
	

o	
 	

6	
 	

transferred to an institutional "accredited investor" (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act), that has furnished to the Trustee a signed letter containing certain representations and agreements (the form of which
letter appears as Section 2.07 of the Indenture); or
	

o	
 	

7	
 	

transferred pursuant to another available exemption from the registration requirements of the Securities Act of 1933.





Unless
one of the boxes is checked, the Trustee will refuse to register any of the Notes evidenced by this certificate in the name of any person other than the registered Holder thereof;  provided, however,
that if box (5), (6) or (7) is checked, the Trustee or the Company may require, prior to registering any such transfer
of the Notes, in their sole discretion, such legal opinions, certifications and other information as the Trustee or the Company may reasonably request to confirm that such transfer is being made
pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933, such as the exemption provided by Rule 144 under such Act. 



	 	 	
 Signature
	

Signature Guarantee:	
 	

 
	

 (Signature must be guaranteed)	
 	

 Signature







The
signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee
medallion program), pursuant to S.E.C. Rule 17Ad-15. 


TO
BE COMPLETED BY PURCHASER IF (1) OR (3) ABOVE IS CHECKED. 


        The
undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and
any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, as amended, and is aware that the sale to it is being made in reliance on
Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to
Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption
from registration provided by Rule 144A. 



	
 Dated:	 	 	 	 




A-10







 
[TO BE ATTACHED TO GLOBAL NOTES]



SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE



The following increases or decreases in this Global Note have been made: 



	Date of

Exchange
 
	 	Amount of decrease in Principal Amount of this Global Note
 
	 	Amount of increase in Principal Amount of this Global Note
 
	 	Principal Amount of this Global Note following such decrease or increase
 
	 	Signature of authorized

signatory of Trustee or Securities Custodian
 





A-11








  



 
 

EXHIBIT B    
    


[FORM OF FACE OF EXCHANGE NOTE]



[Depository Legend, if applicable] 



	No. [            ]	 	Principal Amount U.S. [                        ],

as revised by the Schedule of

Increases and Decreases in Global

Note attached hereto








 



	 	 	CUSIP NO.	 	 
	 	 	 	 	

	 	 	ISIN:	 	 
	 	 	 	 	





5.350% Senior Notes Due 2014 


        Bunge
Limited Finance Corp., a Delaware corporation, promises to pay to [                        ], or registered assigns, the principal
sum of
$[                        ] U.S. Dollars, as revised by the Schedule of Increases and Decreases in Global Note attached hereto, on
April 15, 2014. 



        Interest
Payment Dates: April 15 and October 15 


        Record
Dates: April 1 and October 1 


        Additional
provisions of this Note are set forth on the reverse side hereof. 


B-1







 

        IN
WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal. 



	 	 	BUNGE LIMITED FINANCE CORP.
	

 	
 	

By:	
 	



    
 Name:

Title:
	

 	
 	

 	
 	

[SEAL]





	TRUSTEE'S CERTIFICATE OF

    AUTHENTICATION	 	 
	

SUNTRUST BANK,

as Trustee, certifies that this is one of

the Notes referred to in the Indenture.	
 	

 
	

By:	
 	

 Authorized Signatory	
 	

 
	

Date:                        , 2004	
 	

 




B-2







 
[FORM OF REVERSE SIDE OF EXCHANGE NOTE]



5.350% Senior Note Due 2014 


1.    General    



        Bunge
Limited Finance Corp., a Delaware corporation (such corporation, and its successors and assigns under the Indenture hereinafter referred to, being herein called the
"Company"), issued the Notes under an Indenture, dated as of April 13, 2004, among the Company, the Guarantor and the Trustee (as such Indenture
may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"). The terms of the Notes include those stated in
the Indenture and those made part of the Indenture by reference to the U.S. Trust Indenture Act of 1939 as in effect on the date of the Indenture (the "Trust Indenture
Act"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Noteholders are
referred to the Indenture and the Trust Indenture Act for a statement of those terms. 


        The
Notes are general unsecured senior obligations of the Company, including (a) U.S. $500,000,000 in aggregate principal amount of Notes being offered on the Issue Date (subject
to Section 2.09 of the Indenture) and (b) any Subsequent Notes. The Notes rank equally with all other unsecured and unsubordinated indebtedness of the Company. This Note is one of the
Exchange Notes referred to in the Indenture. 


        The
Company may from time to time, without the consent of existing Holders, create and issue Subsequent Notes having the same terms and conditions as the Initial Notes in all respects,
except for the Issue Date, issue price and first payment of interest thereon. Subsequent Notes issued in this manner will be consolidated with and will form a single class with the previously
outstanding Notes. 


        The
Initial Notes, any Subsequent Notes and the Exchange Notes will be treated as a single class of securities under the Indenture. The Indenture includes various covenants that limit
the ability of the Company, among other things, to engage in any business or transaction, acquire assets or subsidiaries, incur Indebtedness or Liens or enter into any consolidations, mergers,
amalgamations or sales of assets. In addition, the Indenture imposes certain limitations on, among other things, (i) the incurrence of Liens by the Guarantor or any Restricted Subsidiary,
(ii) Sale-Leaseback Transactions by the Guarantor or any Restricted Subsidiary and (iii) consolidations, mergers, amalgamations and sales of assets of the Guarantor or any
Subsidiary. 


        To
guarantee the due and punctual payment of the principal of and premium, if any, and interest on the Notes and all other amounts payable by the Company under the Indenture and the
Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according
to the terms of the Notes and the Indenture, the Guarantor has unconditionally guaranteed such obligations pursuant to the terms of the Indenture. The Guarantee is an unsecured and unsubordinated
obligation of the Guarantor and ranks equally with all other unsecured and unsubordinated indebtedness and obligations of the Guarantor. 


2.    Interest    


        The
Company promises to pay interest on the principal amount of this Note at the rate per annum shown above. 


        The
Company will pay interest semi-annually on April 15 and October 15 of each year commencing October 15, 2004. Interest on the Notes will accrue from
the most recent date to which interest has been paid on the Notes or, if no interest has been paid, from April 13, 2004. The Company shall pay interest on overdue principal or premium, if any,
plus interest on such interest to the extent 


B-3







 



lawful,
at the rate borne by the Notes to the extent lawful. Interest will be computed on the basis of a 360-day year of twelve 30-day months. 


3.    Method of Payment    



        By
at least 10:00 a.m. (New York City time) on the date on which any principal of and premium, if any, or interest on any Note is due and payable, the Company shall irrevocably
deposit with the Trustee or the Paying Agent money sufficient to pay such principal, premium, if any, and/or interest. The Company will pay interest (except Defaulted Interest) to the Persons who are
registered Holders of Notes at the close of business on the April 1 or October 1 next preceding the interest payment date even if Notes are cancelled, repurchased or redeemed after the
record date and on or before the interest payment date. Holders must surrender Notes to a Paying Agent to collect principal payments. The Company will pay principal, premium, if any, and interest in
money of the United States that at the time of payment is legal tender for payment of public and private debts. Except as described in the succeeding two sentences, the principal of and premium, if
any, and interest on the Notes shall be payable at the office or agency of the Company maintained for such purpose in The City of New York, or at such other office or agency of the Company as may be
maintained for such purpose pursuant to Section 2.03 of the Indenture; provided, however, that, at the option of the Company, each installment of
interest may be paid by check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Note Register. Payments in respect of Notes represented by a Global Note
(including principal, premium, if any, and interest) will be made by wire transfer of immediately available funds to the account specified by The Depository Trust Company. Payments in respect of Notes
represented by Definitive Notes (including principal, premium, if any, and interest) held by a Holder of at least U.S.$1,000,000 aggregate principal amount of Notes will be made by wire transfer to
a U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect
designating such account no later than 15 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion). 


4.    Paying Agent and Registrar    


        Initially,
SunTrust Bank (the "Trustee"), will act as Trustee, Paying Agent and Registrar. The Company may appoint and change any Paying
Agent, Registrar or co-registrar without notice to any Noteholder. The Company, the Guarantor or any Subsidiary may act as Paying Agent, Registrar or co-registrar. 


5.    Optional Redemption by the Company    


        The
Notes will be redeemable at the option of the Company, in whole at any time or in part from time to time, on at least 30 days but not more than 60 days' prior notice
mailed to the registered address of each Holder of Notes to be so redeemed, at a redemption price equal to (a) the greater of (i) 100% of their principal amount to be redeemed or
(ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon from the date of redemption to the date of maturity (except for currently accrued but
unpaid interest) discounted to the date of redemption, on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), at the applicable
Treasury Yield (as defined below), plus 20 basis points (such greater amount, the "Redemption Price"), plus (b) accrued and unpaid interest, if
any, to the date of redemption. 


        For
purposes of determining the Redemption Price, the following definitions are applicable: 


        "Comparable Treasury Issue" means the United States Treasury security selected by an Independent Investment Banker as having a maturity
comparable to the remaining term of the Notes that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities
of comparable maturity to the remaining term of such Notes. 


B-4







 



        "Comparable Treasury Price" means, with respect to any redemption date, (a) the bid price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) at 4:00 P.M. on the third business day preceding such redemption date, as set forth on "Telerate Page 500" (or such other page
as may replace Telerate Page 500), or (b) if such page (or any successor page) is not displayed or does not contain such bid prices at such time (i) the average of the Reference Treasury
Dealer Quotations or (ii) if the Trustee is unable to obtain at least four such Reference Treasury Dealers Quotations, the average of all Reference Treasury Dealer Quotations obtained by the
Trustee. 


        "Independent Investment Banker" means any of Citigroup Global Markets Inc., J.P. Morgan Securities Inc. or Morgan
Stanley & Co. Incorporated, or, if all such firms are unwilling or unable to select the applicable Comparable Treasury Issue, an independent investment banking institution of national standing
appointed by the Trustee and reasonably acceptable to the Company. 


        "Reference Treasury Dealer" means Citigroup Global Markets Inc., J.P. Morgan Securities Inc. and Morgan Stanley & Co.
Incorporated, and two other primary U.S. Government securities dealer in New York City selected by the Independent Investment Banker (each, a "Primary Treasury
Dealer"); provided however, that if any of the foregoing shall cease to be a Primary Treasury Dealer, the Company will substitute another Primary Treasury Dealer. 


        "Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date for the Notes, an
average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue for the Notes (expressed in each case as a percentage of its principal amount) quoted in writing to
the Trustee by such Reference Treasury Dealer at 5:00 p.m. on the third business day preceding such redemption date. 


        "Treasury Yield" means, with respect to any redemption date applicable to the Notes, the rate per annum equal to the
semi-annual equivalent yield to maturity (computed as of the third business day immediately preceding such redemption date) of the Comparable Treasury Issue, assuming a price for the
Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the applicable Comparable Treasury Price for such redemption date. 



        In
the case of any partial redemption, selection of the Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities
exchange, if any, on which the Notes are listed or, if the Notes are not listed, then on a pro rata basis, by lot or by such other method as the Trustee in its sole discretion shall deem to be fair
and appropriate, although no Notes of U.S. $1,000 in original principal amount or less will be redeemed in part. If any Note is to be redeemed in part only, the notice of redemption relating to such
Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof
upon cancellation of the original Note. On and after the redemption date, interest will cease to accrue on Notes or portions thereof called for redemption as long as the Company has deposited with the
Paying Agent funds in satisfaction of the applicable Redemption Price pursuant to the Indenture. 


6.    Additional Amounts    


        The
Guarantor will, subject to certain limitations set forth in the Indenture, pay to the Holder of any Note additional amounts as necessary so that every net payment made by the
Guarantor of principal of and premium, if any, and interest on such Note, after deducting or withholding for or on account of any present or future tax, duty, fee, assessment or other governmental
charge imposed on that holder by Bermuda or any other foreign jurisdiction, will not be less than the amount provided in the Note to be then due and payable. 


B-5







 

7.    Denominations; Transfer; Exchange    


        The
Notes are in registered form without coupons in denominations of principal amount of U.S. $1,000 and whole multiples of U.S. $1,000. A Holder may transfer or exchange Notes in
accordance with the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements or transfer documents and to pay any taxes and fees required by law or
permitted by the Indenture. The Registrar need not register the transfer of or exchange (i) any Notes selected for redemption (except, in the case of a Note to be redeemed in part, the portion
of the Note not to be redeemed) for a period beginning 15 days before the mailing of a notice of Notes to be redeemed and ending on the date of such mailing or (ii) any Notes for a
period beginning 15 days before an interest payment date and ending on such interest payment date. 



8.    Persons Deemed Owners    


        The
registered Holder of this Note may be treated as the owner of it for all purposes. 


9.    Unclaimed Money    


        If
money for the payment of principal or interest remains unclaimed for two years, the Trustee or Paying Agent shall pay the money back to the Company at its request unless an abandoned
property law designates another Person. After any such payment, Holders entitled to the money must look only to the Company and not to the Trustee for payment. 


10.    Defeasance    


        Subject
to certain conditions set forth in the Indenture, the Company at any time may terminate some or all of its obligations under the Notes and the Indenture if the Company deposits
with the Trustee money or U.S. Government Securities for the payment of principal and interest on the Notes to redemption or maturity, as the case may be. 


11.    Amendment, Waiver    



        The
Indenture or the Notes may be amended with the written consent of the Holders of at least a majority in principal amount of the then outstanding Notes;  provided, however, that the consent of each Noteholder affected is required to (i) reduce the
amount of Notes whose Holders must consent to an amendment of the Indenture, the Notes or specified provisions of the Master Trust Transaction Documents, (ii) reduce the stated rate or extend
the stated time for payment of interest on a Note, (iii) reduce the principal of or extend the Stated Maturity of a Note, (iv) reduce the premium payable upon redemption of a Note,
(v) make any Note payable in money other than that stated herein, (vi) impair the right of a Holder to receive payment under the Note or institute suit for the enforcement of such
payment, (vii) make any change to the amendment provisions which require each Holder's consent or the waiver provisions, or (viii) release the Guarantor or modify the Guarantee. 


        Subject
to certain exceptions set forth in the Indenture, without the consent of any Noteholder, the Company and the Trustee may amend the Indenture or the Notes to cure any ambiguity,
omission, defect or inconsistency, or to comply with Article 4 of the Indenture, or to provide for uncertificated Notes in addition to or in place of certificated Notes, or to add guarantees
with respect to the Notes, or to secure the Notes, or to add additional covenants of the Company, the Guarantor or any Subsidiary, or surrender rights and powers conferred on the Company, the
Guarantor or any Subsidiary, issue Subsequent Notes, or to comply with any requirement of the SEC in connection with qualifying the Indenture under the Trust Indenture Act, or to make any change that
does not adversely affect the rights of any Noteholder, or to provide for the issuance of Exchange Notes. 


        Subject
to certain exceptions set forth in the Indenture, any default (other than with respect to nonpayment or in respect of a provision that cannot be amended without the written
consent of each 


B-6







 



Noteholder
affected) or noncompliance with any provision may be waived with the written consent of the Holders of a majority in principal amount of the then outstanding Notes. 


12.    Defaults and Remedies    


        Under
the Indenture, Events of Default include (1) default for 30 days in payment of interest or additional interest when due on the Notes; (2) default in payment of
principal of or premium, if any, on the Notes at Stated Maturity, upon optional redemption, upon declaration or otherwise; (3) the failure by the Company or the Guarantor to comply for
60 days after written notice with its other agreements contained in the Indenture or under the Notes (other than those referred to in (1) or (2) above); (4) the failure of
the Company, the Guarantor or any Subsidiary (a) to pay the principal of any indebtedness for borrowed money, including obligations evidenced by any mortgage, indenture, bond, debenture, note,
guarantee or other similar instruments, on the scheduled or original date due; (b) to pay interest on any such indebtedness beyond any provided grace period; or (c) to observe or perform
any agreement or condition relating to such indebtedness, the effect of which is to cause such indebtedness to become due prior to its stated maturity and such acceleration has not been cured within
15 days after notice of acceleration; provided that an event described in clause (a), (b) or (c) above shall not constitute an Event of Default unless, at such time, one or
more events of the type described in clauses (a), (b) or (c) shall have occurred or be continuing with respect to indebtedness in an amount exceeding U.S. $50,000,000; or
(5) certain events of bankruptcy, insolvency or reorganization of the Company, the Guarantor, a Designated Obligor or any Material Subsidiary (the "bankruptcy
events"). However, a default under clause (3) will not constitute an Event of Default until the Trustee or the Holders of at least 25% in principal amount of the
outstanding Notes notify the Company or the Guarantor, as the case may be, of the default and the Company or the Guarantor, as the case may be, does not cure such default within the time specified in
clause (3) hereof after receipt of such notice. 


        If
an Event of Default other than a bankruptcy event occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Notes may declare all the Notes by
written notice to the Company to be due and payable immediately. If an Event of Default in connection with a bankruptcy event occurs and is continuing, the principal amount of the Notes, the premium,
if any, and all accrued and unpaid interest shall be immediately due and payable without any action or other act on the part of the Trustee or the Holders. 


        Noteholders
may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives reasonable
indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold
from Noteholders notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of principal or interest) if it determines that withholding notice is in their
interest. 


13.    Trustee Dealings with the Company    


        Subject
to certain limitations set forth in the Indenture, the Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Notes and may
otherwise deal with and collect obligations owed to it by the Company or its Affiliates and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not
Trustee. 


14.    No Recourse Against Others    


        An
incorporator, director, officer, employee, affiliate or stockholder of each of the Company or the Guarantor, solely by reason of this status, shall not have any liability for any
obligations of the Company under the Notes, the Indenture or the Guarantee or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Note, each
Noteholder waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Notes. 


B-7







 

15.    No Petition    


        By
its acquisition of this Note, each Holder hereof agrees that neither it nor the Trustee on its behalf may commence, or join with any other person in the commencement of, a bankruptcy,
reorganization, arrangement, insolvency or liquidation proceeding with respect to the Company under any applicable insolvency laws until one year and one date after the Notes and all other
Indebtedness of the Company ranking equal with or junior to the Notes in right of payment, including all interest and premium thereon, if any, are paid in full. 


16.    Authentication    


        This
Note shall not be valid until an authorized signatory of the Trustee (or an authenticating agent acting on its behalf) manually signs the certificate of authentication appearing on
this Note. 


17.    Abbreviations    



        Customary
abbreviations may be used in the name of a Noteholder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entirety), JT TEN (=joint tenants with
rights of survivorship and not as tenants in common), CUST (=custodian) and U/G/M/A (=Uniform Gift to Minors Act). 


18.    CUSIP Numbers    


        Pursuant
to a recommendation promulgated by the Committee on Uniform Security Identification Procedures the Company has caused CUSIP numbers to be printed on the Notes and has directed
the
Trustee to use CUSIP numbers in notices of redemption as a convenience to Noteholders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in
any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. 


19.    Governing Law    


        This
Note shall be governed by, and construed in accordance with, the laws of the State of New York. 



        The
Company will furnish to any Noteholder upon written request and without charge to the Noteholder a copy of the Indenture. Requests may be made to: 



Bunge
Limited Finance Corp.

11720 Borman Drive

St. Louis, Missouri 63146

Attention: Francis X. Marchiony, Treasurer 



B-8







 
ASSIGNMENT FORM 


To
assign this Note, fill in the form below: 


I
or we assign and transfer this Note to 





 



	

	(Print or type assignee's name, address and zip code)









 



	

	(Insert assignee's soc. sec. or tax I.D. No.)






and
irrevocably appoint                          agent to transfer this Note on the books of the Company. The agent may
substitute another to act for him. 





 








 



	Date:	 	 	Your Signature:	 
	 	
	 	 	









 



	Signature Guarantee:	 
	 	
(Signature must be guaranteed)








 



	
 Sign exactly as your name appears on the other side of this Note.





The
signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee
medallion program), pursuant to S.E.C. Rule 17Ad-15. 


B-9







 
[TO BE ATTACHED TO GLOBAL NOTES]



SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE



The following increases or decreases in this Global Note have been made: 



	Date of

Exchange
 
	 	Amount of decrease in Principal Amount of this Global Note
 
	 	Amount of increase in Principal Amount of this Global Note
 
	 	Principal Amount of this Global Note following such decrease or increase
 
	 	Signature of authorized

signatory of Trustee or

Securities Custodian
 





B-10








  



 
 

EXHIBIT C    
    


                                        
                                          
                                      [Date]
 


Bunge
Limited

50 Main Street

White Plains, New York 10606

Attention: Morris M. Kalef/Carey Dubois 


SunTrust
Bank

25 Park Place

24th Floor

Atlanta, Georgia 30303-2900

Attention: Corporate Trust Department 



	 	 	Re:	 	Bunge Limited Finance Corp.

5.350% Senior Notes Due 2014





Dear
Sirs: 


        This
certificate is delivered to request a transfer of U.S.$                        principal amount of the 5.350% Senior Notes Due
2014 (the
"Notes") of Bunge Limited Finance Corp. (the "Company"). 


        Upon
transfer, the Notes would be registered in the name of the new beneficial owner as follows: 



	Name:
	 	

	Address:
	 	

	Taxpayer ID Number:
	 	







        The undersigned represents and warrants to you that: 


        1.     We
are an institutional "accredited investor" (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933, as amended (the
"Securities Act")) purchasing for our own account or for the account of such an institutional "accredited investor" at least U.S. $100,000 principal
amount of the Notes, and we are acquiring the Notes not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act. We have such knowledge and
experience in financial and business matters as to be capable of evaluating the merits and risk of our investment in the Notes and we invest in or purchase securities similar to the Notes in the
normal course of our business. We and any accounts for which we are acting are each able to bear the economic risk of our or its investment. 


        2.     We
understand that the Notes have not been registered under the Securities Act and, unless so registered, may not be sold except as permitted in the following sentence.
We agree on our own behalf and on behalf of any investor account for which we are purchasing Notes to offer, sell or otherwise transfer such Notes prior to the date which is two years after the later
of the date of original issue and the last date on which the Company or any affiliate of the Company was the owner of such Notes (or any predecessor thereto) (the "Resale
Restriction Termination Date") only (a) to the Company or Bunge Limited, as guarantor, (b) pursuant to a registration statement which has been declared effective
under the Securities Act, (c) in a transaction complying with the requirements of Rule 144A under the Securities Act ("Rule 144A"),
to a person we reasonably believe is a qualified institutional buyer under Rule 144A (a "QIB") that purchases Notes for its own account or for
the account of a QIB and to whom notice is given that the transfer is being made in reliance on Rule 144A, (d) pursuant to offers and sales that occur outside the United States within
the meaning of Regulation S under the Securities Act, (e) to an institutional "accredited investor" within the meaning 


C-1







 



of
Rule 501(a)(1), (2), (3) or (7) under the Securities Act that is purchasing for its own account or for the account of such an institutional "accredited investor," in each case
in a transaction involving a minimum principal amount of Notes of U.S. $100,000 or (f) pursuant to any other available exemption from the registration requirements of the Securities Act,
subject in each of the foregoing cases to any requirement of law that the disposition of our property or the property of such investor account or accounts be at all times within our or their control
and in compliance with any applicable state securities laws. The foregoing restrictions on resale will not apply subsequent to the Resale Restriction Termination Date. If any resale or other transfer
of the Notes is proposed to be made pursuant to clause (e) above prior to the Resale Restriction Termination Date, the transferor shall deliver a letter from the transferee substantially in the
form of this letter to the Company and the Trustee, which shall provide, among other things, that the transferee is an institutional "accredited investor" (within the meaning of Rule 501(a)(1),
(2), (3) or (7) under the Securities Act) that is acquiring such Notes for investment purposes and not for distribution in violation of the Securities Act. Each purchaser acknowledges
that the Company and the Trustee reserve the right prior to any offer, sale or other transfer prior to the Resale Termination Date of the Notes pursuant to clauses (d), (e) or (f) above
to require the delivery of an opinion of counsel, certifications and/or other information satisfactory to the Company and the Trustee. 



	 	 	TRANSFEREE:	 
	 	 	 	






	

 	
 	

BY:	

 
	 	 	 	





C-2








  



 
 

EXHIBIT D    
    













[Date] 














Bunge
Limited

50 Main Street

White Plains, New York 10606

Attention: Morris M. Kalef/Carey Dubois 


SunTrust
Bank

25 Park Place

24th Floor

Atlanta, Georgia 30303-2900

Attention: Corporate Trust Department 





Re:    Bunge
Limited Finance Corp.

5.350% Senior Notes Due 2014 (the "Notes") 






Ladies
and Gentlemen: 


        In
connection with our proposed sale of U.S. $                        aggregate principal amount of the Notes, we confirm that such
sale has been effected pursuant to and in accordance with
Regulation S under the United States Securities Act of 1933, as amended (the "Securities Act"), and, accordingly, we represent that: 



        the
offer of the Notes was not made to a person in the United States; 


        either
(i) at the time the buy order was originated, the transferee was outside the United States or we and any person acting on our behalf reasonably believed that the transferee
was outside the United States or (ii) the transaction was executed in, on or through the facilities of a designated off-shore securities market and neither we nor any person acting
on our behalf knows that the transaction has been pre-arranged with a buyer in the United States; 


        no
directed selling efforts have been made in the United States in contravention of the requirements of Rule 903(a)(2) or Rule 904(a)(2) of Regulation S, as
applicable; and 


        the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act. 


        In
addition, if the sale is made during a distribution compliance period and the provisions of Rule 903(b)(2) or Rule 904(b)(1) of Regulation S are applicable
thereto, we confirm that such sale has been made in accordance with the applicable provisions of Rule 903(b)(2) or Rule 904(b)(1), as the case may be. 


        You
are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or
official inquiry with respect to the matters covered hereby. Terms used in this certificate have the meanings set forth in Regulation S. 


Very
truly yours, 


[Name
of Transferor] 



	 
	 	 
	 	 

	By:	 	 	 	 
	 	 	
	 	 
	

 Authorized Signature	
 	

 




D-1









 
 

SCHEDULE 1.1    
    


 
  Designated Obligors and Material Subsidiaries    
    


        The following Subsidiaries constitute all of the Designated Obligors as of the date hereof: 



	•
	Bunge
Global Markets Inc.



	•
	Bunge
N.A. Holdings, Inc.



	•
	Bunge
North America, Inc.



	•
	Koninklijke
Bunge B.V.



	•
	Bunge
Alimentos S.A.



	•
	Bunge
Argentina S.A.



	•
	Bunge
Fertilizantes International Limited



	•
	Bunge
Fertilizantes S.A. (Brazil)



	•
	Ceval
International Limited



	•
	Bunge
Brasil S.A.



	•
	Bunge
S.A. 




        The
following Subsidiaries constitute all of the Material Subsidiaries as of the date hereof: 



	•
	Bunge
Argentina, S.A.



	•
	Bunge
Fertilizantes S.A.



	•
	Bunge
Alimentos S.A.



	•
	Bunge
North America, Inc.



	•
	Fosfertil
S.A.



	•
	Bunge
Brasil S.A.



	•
	Koninklijke
Bunge B.V.



	•
	Bunge
Global Markets, Inc. 












 
 

SCHEDULE 3.4    
    


 
  Existing Liens    
    



	Subsidiary/Joint

Ventures
 
	 	Facility
	 	Amount

Outstanding
	 	Description of Collateral

	Bunge Argentina S.A.	 	IFC Loan	 	$11.4 million	 	land and buildings
	Terminal 6 and Terminal 6I (unconsolidated joint ventures)	 	IFC Loan

(Bunge's share)	 	$20.0 million	 	shares of stock of Terminal 6 and Terminal 6I
	Bunge Brazil/

Bunge Alimentos S.A.	 	IFC

Bank/Other	 	$15.0 million

$66.1 million	 	land and buildings equipment and export notes
	Bunge

Fertilizantes S.A./

Fosfertil S.A.	 	BNDES (various)







IFC

Other	 	$151.8 million







$37.5 million

$3.9 million	 	land, equipment, buildings

and shares of stock of

Fosfertil S.A. and Ultrafertil



land and equipment

land and buildings
	Bunge Europe	 	EBRD Loans

Bank facilities	 	$22.5 million

$61.0 million	 	property

cash













QuickLinks



Exhibit 4.1



TABLE OF CONTENTS



CROSS-REFERENCE TABLE


ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE


ARTICLE 2 THE NOTES


ARTICLE 3 COVENANTS


ARTICLE 4 SUCCESSOR GUARANTOR

ARTICLE 5 OPTIONAL REDEMPTION OF NOTES

ARTICLE 6 DEFAULTS AND REMEDIES



ARTICLE 7 TRUSTEE

ARTICLE 8 DISCHARGE OF INDENTURE; DEFEASANCE


ARTICLE 9 AMENDMENTS

ARTICLE 10 GUARANTEE

ARTICLE 11 MISCELLANEOUS



EXHIBIT A




EXHIBIT B




EXHIBIT C




EXHIBIT D




SCHEDULE 1.1


Designated Obligors and Material Subsidiaries


SCHEDULE 3.4


Existing Liens